Exhibit 4.9

Execution Version



CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT



This CONVERTIBLE NOTE SUBSCRIPTION
AGREEMENT (this “Convertible Note Subscription Agreement”) is entered into on May 4, 2023, by and between Galata
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).



WHEREAS, the Company entered
into that certain Business Combination Agreement, dated as of July 29, 2022, with Marti Technologies Inc., a Delaware corporation
(“Marti”), and the other parties thereto, providing for a business combination between the Company and Marti (the “Merger
Agreement” and the transactions contemplated by the Merger Agreement, the “Transaction”);



WHEREAS, in connection with
the Transaction, Subscriber desires to subscribe for and purchase from the Company the convertible notes (the “Convertible Notes”)
having the terms set forth in the Indenture (as defined below), which is incorporated in and made a part of this Convertible Note Subscription
Agreement, in an aggregate principal amount up to the amount set forth on Subscriber’s signature page attached hereto (the
 “Subscribed Notes”), at a purchase price equal to 100% of such principal amount or aggregate portion thereof applicable
to the Subscribed Notes specified in the Subscription Closing Date Notice(s) (as defined below) (the “Purchase Price”),
and the Company desires to issue and sell to Subscriber the Subscribed Notes in consideration of the payment of the Purchase Price by
or on behalf of Subscriber to the Company;



WHEREAS, concurrently with
the execution of the Business Combination Agreement, the Company entered into, and after the date hereof and prior to the Transaction
Closing Date (as defined below) may enter into, other convertible note subscription agreements (as amended and in effect from time to
time, the “Other Subscription Agreements” and together with this Convertible Note Subscription Agreement, the “Subscription
Agreements”) with certain other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”),
pursuant to which such Other Subscribers have agreed to purchase additional Convertible Notes (the “Other Convertible Notes”)
on the closing date of the Transaction (the “Transaction Closing Date”, and the closing of the Transaction pursuant
to the Merger Agreement, the “Transaction Closing”);



WHEREAS, in connection with
the issuance of the Convertible Notes on the Transaction Closing Date, the Company and a trustee to be selected by the Company and reasonably
satisfactory to the Subscribers as trustee (the “Trustee”) will enter into an indenture in respect of the Convertible
Notes (the “Indenture”), substantially in the form attached hereto as Exhibit A; and



WHEREAS, Marti has entered
into that certain First Amended and Restated Convertible Note Subscription Agreement, dated as of December 9, 2022, with certain
subscribers party thereto, pursuant to which such subscribers have agreed to purchase certain convertible promissory notes (the “Pre-funded
Convertible Notes”) of Marti, which, on or about the Transaction Closing Date, will be convertible into Convertible Notes having
the same terms as set forth in the Indenture.













NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:



Section 1.     Subscription.
Subject to the terms and conditions hereof, at each Subscription Closing (as defined below), Subscriber hereby subscribes for and agrees
to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber, the Subscribed Notes in the principal amount
specified in the Subscription Closing Date Notice (such subscription and issuance, the “Subscription”).



Section 2.     Subscription
Closing.



(a)            Each
issuance of Subscribed Notes contemplated hereby (each, a “Subscription Closing”) shall occur on such date as determined
by Subscriber as described in Sections 2(b)-(c) below, which date(s) shall be no earlier than the Transaction Closing
Date and no later than the twelve month anniversary of the Transaction Closing Date (each, a “Subscription Closing Date”).



(b)            At
least five (5) Business Days prior to a Subscription Closing Date, Subscriber shall notify the Company in writing of the Subscription
Closing Date and the portion of the Purchase Price to be funded at such Subscription Closing (each such notice, a “Subscription
Closing Date Notice”). No later than two Business Days following delivery of a Subscription Closing Date Notice, the Company
shall deliver by written notice to Subscriber the wire instructions for delivery of the Purchase Price or portion thereof to be paid on
such Subscription Closing Date. For the avoidance of doubt, Subscriber may pay future installments of the Purchase Price using such wire
instructions provided by the Company.



(c)            On
each Subscription Closing Date, Subscriber shall deliver the portion of the Purchase Price set forth in the applicable Subscription Closing
Date Notice for the Subscribed Notes by wire transfer of United States dollars in immediately available funds to the account specified
by the Company. For the avoidance of doubt, Subscriber may, in its sole discretion, fund the Purchase Price, in whole or in part, at any
time and from time, between the Transaction Closing Date and the twelve month anniversary of the Transaction Closing Date. The Company
shall deliver Subscriber’s Convertible Note with respect to the Purchase Price set forth in each Subscription Closing Date Notice
to Subscriber at each applicable Subscription Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this
Section 2, delivery of the Convertible Notes shall be through the facilities of the Depository Trust Company; provided
that, if Marti determines in its reasonable discretion that such delivery is not reasonably practical or that the Convertible Notes and/or
such delivery would not satisfy the applicable requirements and/or procedures of the Depository Trust Company, such delivery shall be
by delivery of certificated convertible notes. “Business Day” means any day other than a Saturday or Sunday, or any
other day on which banks located in New York, New York are required or authorized by law to be closed for business.



(d)            Each
Subscription Closing shall be subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions
that, on the applicable Subscription Closing Date:



| | (i) | the closing of the Transaction shall have occurred prior to such Subscription Closing;
| | --- | --------------------------------------------------------------------------------------





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| | (ii) | no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby
illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby and no such governmental authority
shall have instituted or threatened in writing a proceeding seeking to impose such restraint or prohibition; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | the Underlying Shares (as defined below) shall be approved for listing on the New York Stock Exchange,
the Nasdaq Global Select Market or the Nasdaq Global Market (as applicable, the “Stock Exchange”) subject only to official
notice of issuance.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(e)            The
obligation of the Company to consummate a Subscription Closing shall be subject to the satisfaction or valid waiver in writing by the
Company of the additional conditions that, on the applicable Subscription Closing Date:



| | (i) | except as otherwise provided under Section 2(f)(ii), all representations and warranties of Subscriber
contained in this Convertible Note Subscription Agreement shall be true and correct in all material respects (other than representations
and warranties that are qualified as to materiality or material adverse effect, which representations and warranties shall be true and
correct in all respects) at and as of such Subscription Closing Date (except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or material adverse effect, which representations and warranties
shall be true and correct in all respects) as of such earlier date), and consummation of such Subscription Closing shall constitute a
reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber contained in this Convertible Note
Subscription Agreement as of such Subscription Closing Date, but without giving effect to consummation of the Transaction, or as of such
earlier date, as applicable;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the representations and warranties of Subscriber contained in Section 4(w) of this Convertible
Note Subscription Agreement shall be true and correct at all times on or prior to such Subscription Closing Date, and consummation of
such Subscription Closing shall constitute a reaffirmation by Subscriber of such representations and warranties;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Convertible Note Subscription Agreement to be performed, satisfied or complied with by it at or prior
to such Subscription Closing; provided, that, this condition shall be deemed satisfied unless written notice of such noncompliance
is provided by the Company to Subscriber and Subscriber fails to cure such noncompliance in all material respects within five (5) Business
Days of receipt of such notice; and
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | (iv) | other documentation related to the Indenture shall be in conformity with the Indenture and otherwise in
form and substance reasonably acceptable to the Company.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



(f)            The
obligation of Subscriber to consummate a Subscription Closing after delivery of a Subscription Closing Date Notice shall be subject to
the satisfaction or valid waiver in writing by Subscriber of the additional conditions that, on the applicable Subscription Closing Date:



| | (i) | all representations and warranties of the Company contained in this Convertible Note Subscription Agreement
shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or
Company Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at
and as of such Subscription Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier
date, in which case such representation and warranty shall be true and correct in all material respects (other than representations and
warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true
and correct in all respects) as of such earlier date), and consummation of such Subscription Closing shall constitute a reaffirmation
by the Company of each of the representations, warranties and agreements of the Company contained in this Convertible Note Subscription
Agreement as of such Subscription Closing Date, but without giving effect to consummation of the Transaction, or as of such earlier date,
as applicable, except, in each case, where the failure of such representations and warranties to be true and correct (whether as of such
Subscription Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Convertible Note Subscription Agreement to be performed, satisfied or complied with by it at
or prior to such Subscription Closing, except where the failure of such performance, satisfaction or compliance would not or would not
reasonably be expected to prevent, materially delay or materially impair the ability of the Company to consummate such Subscription Closing;
provided, that, this condition shall be deemed satisfied unless written notice of such noncompliance is provided by Subscriber
to the Company and the Company fails to cure such noncompliance in all material respects within five (5) Business Days of receipt
of such notice;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | other documentation related to the Indenture shall be in conformity with the Indenture and otherwise in
form and substance reasonably acceptable to the Subscribers; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | (iv) | from and after the date hereof, there shall have not occurred any Company Material Adverse Effect.
| | ---- | --------------------------------------------------------------------------------------------------



(g)            Prior
to or at each Subscription Closing, Subscriber shall deliver to the Company all such other information as is reasonably requested in order
for the Company to issue the Subscribed Notes to Subscriber, including, without limitation, the legal name of the person in whose name
the Subscribed Notes are to be issued (or Subscriber’s nominee in accordance with its delivery instructions) and a duly completed
and executed Internal Revenue Service Form W-9 or appropriate Form W-8.



Section 3.	     Company
Representations and Warranties. The Company represents and warrants to Subscriber that:



(a)            The
Company (i) is validly existing and in good standing under the laws of the Cayman Islands, (ii) has the requisite corporate
power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into
and perform its obligations under this Convertible Note Subscription Agreement, and (iii) is duly licensed or qualified to conduct
its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with
respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company
Material Adverse Effect. For purposes of this Convertible Note Subscription Agreement, a “Company Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to the Company that, individually or in the aggregate,
would reasonably be expected to materially impair or materially delay the Company’s performance of its obligations under this Convertible
Note Subscription Agreement, including the issuance and sale of the Subscribed Notes.



(b)            The
Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), issuable upon
conversion of the Convertible Notes (the “Underlying Shares”) are duly authorized and, if and when issued upon conversion
of the Convertible Notes, will be validly issued, fully paid and non-assessable, free and clear of all liens or other restrictions (other
than those arising under this Convertible Note Subscription Agreement, the Indenture, the governing and organizational documents of the
Company or any applicable securities laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights
created under the Company’s governing and organizational documents (as adopted on or prior to the Transaction Closing Date), or
by any contract to which the Company is a party or by which it is bound, or under the laws of the Cayman Islands.



(c)            This
Convertible Note Subscription Agreement has been duly authorized, validly executed and delivered by the Company, and assuming the due
authorization, execution and delivery of the same by Subscriber, this Convertible Note Subscription Agreement shall constitute the valid
and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability
of equitable remedies. The Convertible Notes have been duly authorized by all necessary corporate action of the Company, and, on the Transaction
Closing Date, the Indenture will be duly authorized, executed and delivered by the Company. When issued and sold against receipt of the
consideration therefor, the Convertible Notes will be valid and legally binding obligations of the Company, enforceable in accordance
with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors generally and by the availability of equitable remedies.





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(d)            Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Convertible Note Subscription
Agreement, the execution and delivery of this Convertible Note Subscription Agreement, the Subscription and the compliance by the Company
with all of the provisions of this Convertible Note Subscription Agreement and the consummation of the transactions contemplated herein
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company
is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) the organizational
documents of the Company, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and
(iii), would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially
affect the validity of the Subscribed Notes or Underlying Shares or the legal authority of the Company to comply in all material respects
with the terms of this Convertible Note Subscription Agreement.



(e)            Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Convertible Note Subscription
Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing
or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including
the Stock Exchange) or other person in connection with the execution, delivery and performance of this Convertible Note Subscription Agreement
(including, without limitation, the issuance of the Subscribed Notes and the Underlying Shares (if any)), other than (i) filings
required by applicable state securities laws, (ii) the filing of the Registration Statement (as defined below) pursuant to Section 5
below, (iii) filings required by the Securities Act of 1933, as amended (the “Securities Act”), Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules of United States Securities and Exchange Commission
(the “Commission”), including the registration statement on Form S-4 with respect to the Transaction and the proxy
statement/prospectus included therein, (iv) filings required by the Stock Exchange, including with respect to (A) obtaining
stockholder approval of the Transaction or (B) requirements or regulations in connection with the issuance of the Underlying Shares
(if any) upon the conversion of the Convertible Notes, including the filing of a supplemental listing application with the Stock Exchange,(v) filings
required to consummate the Transaction as provided under the Merger Agreement, (vi) the filing of notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, if applicable, (vii) filings in connection with or as a result of the SEC Guidance (as defined
below), and (viii) those the failure of which to obtain would not have a Company Material Adverse Effect.



(f)            Except
for such matters as have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no (i) suit,
action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened
in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator
outstanding against the Company.





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(g)            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Convertible Note Subscription
Agreement, no registration under the Securities Act or any state securities (or Blue Sky) laws is required for the offer and sale of the
Subscribed Notes by the Company to Subscriber and issuance of the Underlying Shares (if any) to Subscriber upon conversion.



(h)            Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Notes. The Subscribed Notes and the Underlying
Shares (if any) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities
Act or any state securities laws. Neither the Company nor any person acting on the Company’s behalf has, directly or indirectly,
at any time within the past six (6) months, made any offer or sale of any security or solicitation of any offer to buy any security
under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities
Act in connection with the offer and sale by the Company of the Subscribed Notes and the Underlying Shares (if any) as contemplated hereby
or the Other Convertible Notes and Underlying Shares (if any) as contemplated by the Other Subscription Agreements or (ii) cause
the offering of the Subscribed Notes and Underlying Shares (if any) pursuant to this Convertible Note Subscription Agreement or the Other
Convertible Notes and Underlying Shares (if any) pursuant to the Other Subscription Agreements to be integrated with prior offerings by
the Company for purposes of the Securities Act or any applicable stockholder approval provisions. Neither the Company nor any person acting
on the Company’s behalf has offered or sold or will offer or sell any securities, or has taken or will take any other action, which
would reasonably be expected to subject the offer, issuance or sale of the Subscribed Notes and the Underlying Shares (if any) or the
Other Convertible Notes and Underlying Shares (if any), as contemplated hereby, to the registration provisions of the Securities Act.



(i)             No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) of
the Securities Act is applicable.



(j)             The
Company is in all material respects in compliance with, and has not received any written communication from a governmental entity that
alleges that the Company is not in compliance with, or is in default or violation of, the applicable provisions of (i) the Securities
Act, (ii) the Exchange Act, (iii) the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder,
(iv) the rules and regulations of the Commission, and (v) the rules of the Stock Exchange, except, in each case, where
such non-compliance, default, or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect. For the avoidance of doubt, this representation and warranty shall not apply to the extent any of the foregoing matters
arise from or relate to the SEC Guidance (as defined below).





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(k)            The
Class A Shares are eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal
At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect
to the Class A Shares. The Company’s transfer agent is a participant in DTC’s Fast Automated Securities Transfer Program.
The Class A Shares are not, and have not been at any time, subject to any DTC “chill,” “freeze” or similar
restriction with respect to any DTC services, including the clearing of Class A Shares through DTC.



(l)           No
broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed
Notes to Subscriber.



(m)           As
of their respective dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other document required
to be filed by the Company with the Commission prior to the date hereof (collectively, as amended and/or restated since the time of their
filing, the “SEC Documents”) complied in all material respects with the requirements of the Securities Act and the
Exchange Act, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, as of their
respective dates (or if amended, restated, or superseded by a filing prior to the Transaction Closing, on the date of such filing), contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the
Company included in the SEC Documents (or if amended, restated, or superseded by a filing prior to the Transaction Closing, on the date
of such filing) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)
(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes
required by GAAP). A copy of each SEC Document is available to each Subscriber via the Commission’s EDGAR system. There are no outstanding
or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the Commission with respect to any
of the SEC Documents as of the date hereof. Notwithstanding the foregoing, this representation and warranty shall not apply to any statement
or information in the SEC Documents that relates to (i) the topics referenced in the Commission’s “Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021 or
(ii) the classification of the Company’s ordinary shares as permanent or temporary equity, or any subsequent guidance, statements
or interpretations issued by the Commission or the staff of the Commission, including guidance, statements or interpretations relating
to the foregoing or to other accounting matters, including matters relating to initial public offering securities or expenses (collectively,
the “SEC Guidance”), and no correction, amendment or restatement of any of the Company’s SEC Documents due to
the SEC Guidance shall be deemed to be a breach of any representation or warranty by the Company.





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(n)            As
of the date of this Convertible Note Subscription Agreement, the authorized share capital of the Company consists of (i) 200,000,000
Class A Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share (“Founder Shares”)
and (iii) 1,000,000 preference shares, par value $0.0001 per share (“Preference Shares”). As of the date of this
Convertible Note Subscription Agreement (iv) 14,375,000 Class A Shares are issued and outstanding, all of which are validly
issued, fully paid and non-assessable and not subject to any preemptive rights, (v) 3,593,750 Founder Shares are issued and outstanding,
all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (vi) no Class A Shares
or Founder Shares are held in the treasury of the Company, (vii) 7,250,000 Private Placement Company Warrants, as defined in the
Merger Agreement as “Private Placement SPAC Warrants”, are issued and outstanding, (viii) 7,187,500 Public Company Warrants,
as defined in the Merger Agreement as “Public SPAC Warrants”, are issued and outstanding, and (ix) 14,437,500 Class A
Shares are reserved for future issuance pursuant to the Company Warrants. As of the date of this Convertible Note Subscription Agreement,
there are no Preference Shares issued and outstanding. Each Company Warrant is exercisable for one Class A Share at an exercise price
of $11.50, subject to the terms of such Company Warrant and, with respect to the Private Placement Company Warrants, the Company Warrant
Agreement, as defined in the Merger Agreement as the “SPAC Warrant Agreement”.



(o)            The
issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed for
trading on the Stock Exchange under the symbol “GLTA” (it being understood that the trading symbol of the Class A Shares
will be changed in connection with the Transaction Closing). There is no suit, action, proceeding or investigation pending or, to the
knowledge of the Company, threatened against the Company by the Stock Exchange or the Commission with respect to any intention by such
entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on the Stock Exchange. The
Company has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange Act.



(p)            The
Company is not, and immediately after receipt of payment for the Subscribed Notes and Other Convertible Notes and consummation of the
Transaction, will not be, an “investment company” within the meaning of the Investment Company Act.



(q)            The
Other Subscription Agreements do not reflect a lower purchase price per $1,000 principal amount and do not contain terms that are more
favorable to any Other Subscriber than the terms of this Convertible Note Subscription Agreement are to Subscriber, other than representations,
warranties and terms particular to the regulatory requirements of such investor or its affiliates or related funds (excluding any interest
accruing on Pre-funded Convertible Notes prior to the Closing). The Other Subscription Agreements have not been amended or waived in any
material respect following the date of this Convertible Note Subscription Agreement in a manner that would reasonably be expected to adversely
affect the economic benefits that Subscriber would reasonably expect to receive under this Convertible Note Subscription Agreement. The
Company shall not release any Other Subscriber under any Other Subscription Agreement from any of its obligations thereunder or any other
agreements with any Other Subscriber, unless it offers the same release to the Subscriber. For the avoidance of doubt, on or about the
Transaction Closing Date, the Pre-funded Convertible Notes shall be converted into Convertible Notes having the same terms as set forth
in the Indenture.





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(r)            Other
than the Other Subscription Agreements entered into with the Other Subscribers, the Company has not entered into any side letter or similar
agreement that materially benefits any Other Subscriber (in such Other Subscriber’s capacity as an Other Subscriber) with respect
to the terms of the Transaction or an investment in the Company; provided that the Company has provided certain separate terms
to European Bank for Reconstruction and Development (“EBRD”) pursuant to that certain side letter agreement entered
into by and between the Company and EBRD on or about the date hereof.



(s)            With
respect to any offers or sales of the Subscribed Notes in reliance on Regulation S under the Securities Act, none of the Company, any
of its affiliates (as defined in Rule 405 under the Securities Act) or any other person acting on behalf of the Company has, with
respect to the Subscribed Notes, offered the Subscribed Notes to buyers qualifying as “U.S. persons” (as defined in Rule 902
under the Securities Act) or in the United States or engaged in any “directed selling efforts” within the meaning of Rule 902
under the Securities Act; the Company, any affiliate of the Company and any person acting on behalf of the Company have complied with
any applicable “offering restrictions” within the meaning of such Rule 902; provided that no representation
or warranty is made in this paragraph with respect to the actions of the Placement Agent or any of its affiliates.



(t)            Immediately
after giving effect to the Transaction and the transactions contemplated by this Convertible Note Subscription Agreement: (i) the
fair value of the Company’s assets would exceed its liabilities (including contingent liabilities); (ii) the present fair saleable
value of the Company’s assets would be greater than the amount required to pay its probable liabilities on its existing debts (including
contingent liabilities) as such debts become absolute and mature; (iii) the Company would be able to pay its liabilities (including
contingent liabilities) as they mature; (iv) the Company is “solvent” (within the meaning of applicable laws relating
to fraudulent transfers) and would not have unreasonably small capital for the business in which it is engaged and in which it is proposed
to be engaged following consummation of the Transaction and the transactions contemplated by this Convertible Note Subscription Agreement.
The Company does not intend to incur, and the Company does not believe that it has incurred or will incur as a result of the Transaction
and the transactions contemplated by this Convertible Note Subscription Agreement, debts beyond the Company’s ability to pay such
debts as such debts mature.



(u)            Other
than as set forth in the Merger Agreement, there are no securities or instruments issued by or to which the Company is a party containing
anti-dilution or similar provisions that will be triggered by the issuance of (i) the Underlying Shares or (ii) the shares to
be issued pursuant to any Other Subscription Agreement that have not been or will not be validly waived on or prior to the Transaction
Closing; provided, that any such holders will waive any such anti-dilution or similar provisions in connection with the Transaction.



(v)            The
Company acknowledges that there have been no representations, warranties, covenants or agreements made to the Company by Subscriber or
any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements
expressly set forth in this Convertible Note Subscription Agreement.





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(w)            The
Company is in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency with jurisdiction
over the Company (collectively, the “Money Laundering Laws”), except where such non-compliance would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws
is pending or, to the knowledge of the Company, threatened.



Section 4.	     Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company that:



(a)            If
Subscriber is a legal entity, Subscriber (i) has been duly formed and is validly existing and in good standing under the laws of
its jurisdiction of formation or incorporation and (ii) has the requisite power and authority to enter into, and perform its obligations
under, this Convertible Note Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity
to enter into and perform its obligations under this Convertible Note Subscription Agreement.



(b)            If
Subscriber is an entity, this Convertible Note Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber.
If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute
this Convertible Note Subscription Agreement. Assuming the due authorization, execution and delivery of the same by the Company, this
Convertible Note Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors generally and by the availability of equitable remedies.



(c)            The
execution, delivery, and performance of this Convertible Note Subscription Agreement, the purchase of the Subscribed Notes and the Underlying
Shares (if any) and the compliance by Subscriber with all of the provisions of this Convertible Note Subscription Agreement and the consummation
of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other
agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber
is subject; (ii) if Subscriber is a legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or
any of its properties that in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse
effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Notes
and the Underlying Shares (if any).





11







(d)            Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or is not a “U.S.
Person” as defined in Rule 902 of Regulation S under the Securities Act, in each case, satisfying the applicable requirements
set forth on Annex A hereto, (ii) is acquiring the Subscribed Notes and the Underlying Shares (if any) only for its own account
and not for the account of others, or if Subscriber is subscribing for the Subscribed Notes as a fiduciary or agent for one or more investor
accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) and Subscriber has sole investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Notes
and the Underlying Shares (if any) with a view to, or for offer or sale in connection with, any distribution thereof in violation of
the Securities Act (and has provided the Company with the requested information on Annex A following the signature page hereto
and the information contained therein is accurate and complete). Subscriber is not an entity formed for the specific purpose of acquiring
the Subscribed Notes and the Underlying Shares (if any). Accordingly, Subscriber is aware that this offering of the Subscribed Notes
and the Underlying Shares (if any) meets the exemption from filing under FINRA Rule 5123(b)(1)(C).



(e)            Subscriber
acknowledges and agrees that the Subscribed Notes and the Underlying Shares (if any) are being offered in a transaction not involving
any public offering within the meaning of the Securities Act and that the Subscribed Notes and the Underlying Shares (if any) have not
been registered under the Securities Act and that the Company is not required to register the Subscribed Notes and the Underlying Shares
(if any) except as set forth in Section 5 of this Convertible Note Subscription Agreement. Subscriber acknowledges and agrees
that the Subscribed Notes and the Underlying Shares (if any) may not be offered, resold, transferred, pledged or otherwise disposed of
by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof,
(ii) pursuant to an applicable exemption from the registration requirements of the Securities Act, (including without limitation
a private resale pursuant to so called “Section 4(a)11⁄2”) (iii) an ordinary course pledge such as a broker
lien over account property generally, (iv) to non-U.S. persons pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act, and, in each of clauses (i)-(iii), in accordance with any applicable securities
laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the Subscribed
Notes and the Underlying Shares (if any) shall contain a restrictive legend to such effect, as set forth in the Indenture. Subscriber
acknowledges and agrees that the Subscribed Notes and the Underlying Shares (if any) will be subject to these securities law transfer
restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge or
otherwise dispose of the Subscribed Notes and the Underlying Shares (if any) and may be required to bear the financial risk of an investment
in the Subscribed Notes and the Underlying Shares (if any) for an indefinite period of time. Subscriber acknowledges and agrees that the
Subscribed Notes and the Underlying Shares (if any) will not be immediately eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) until at least one year following
the filing of certain required information with the Commission after the Transaction Closing Date. Subscriber acknowledges and agrees
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Notes
and the Underlying Shares (if any).





12







(f)            Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Notes and the Underlying Shares (if any) directly from the Company.
Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations,
warranties, covenants or agreements made to Subscriber by the Company, Marti or its subsidiaries (collectively, the “Subscribed
Companies”), the Placement Agent, any of its or their respective affiliates or any control persons, officers, directors, employees,
partners, agents or representatives, any other party to the Transaction or any other person or entity, expressly or by implication, other
than those representations, warranties, covenants and agreements of the Company set forth in this Convertible Note Subscription Agreement.
Subscriber acknowledges that no disclosure or offering document provided to or reviewed by Subscriber in connection with the Subscription
has been prepared by the Placement Agent.



(g)            In
making its decision to purchase the Subscribed Notes and the Underlying Shares (if any), Subscriber has relied solely upon an independent
investigation made by Subscriber and the Company’s representations in Section 3 of this Convertible Note Subscription
Agreement. Subscriber has not relied on any statements or other information provided by the Placement Agent concerning the Company, the
Subscribed Notes and the Underlying Shares (if any), or the Subscription. Subscriber acknowledges and agrees that Subscriber has had access
to, has received, and has had an adequate opportunity to review, such information as Subscriber deems necessary in order to make an investment
decision with respect to the Subscribed Notes and the Underlying Shares (if any), including with respect to the Company, the Subscribed
Companies and the Transaction, and Subscriber has made its own assessment and is satisfied concerning the relevant financial, tax and
other economic considerations relevant to Subscriber’s investment in the Subscribed Notes and the Underlying Shares (if any). Without
limiting the generality of the foregoing, Subscriber acknowledges that it has reviewed the Company’s filings with the Commission.
Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity
to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Subscribed Notes and the Underlying Shares (if any),
including but not limited to information concerning the Company, the Subscribed Companies, the Merger Agreement, and the Subscription.



(h)            Subscriber
acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions
and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks
and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber acknowledges
that such information and projections were prepared without the participation of the Placement Agent and that the Placement Agent does
not assume responsibility for independent verification of, or the accuracy or completeness of, such information and projections. Subscriber
further acknowledges that the information provided to Subscriber was preliminary and subject to change, including in the registration
statement and the proxy statement/prospectus that the Company intends to file with the Commission (which will include substantial additional
information about the Company, Subscribed Companies and the Transaction and will update and supersede the information previously provided
to Subscriber).



(i)            Subscriber
acknowledges and agrees that none of the Subscribed Companies or the Placement Agent nor its or their respective affiliates or any of
such person’s or its or their respective affiliates’ control persons, officers, directors, partners, members, managing members,
managers, agents, employees or other representatives, legal counsel, financial advisors, accountants or agents (collectively, “Representatives”)
has provided Subscriber with any information or advice with respect to the Subscribed Notes and the Underlying Shares (if any), nor is
such information or advice necessary or desired. None of the Subscribed Companies, the Placement Agent or any of their respective affiliates
or Representatives has made or makes any representation as to the Company or the Subscribed Companies or the quality or value of the Subscribed
Notes and the Underlying Shares (if any). The Placement Agent and its affiliates or Representatives have made no independent investigation
with respect to the Company, the Subscribed Notes and the Underlying Shares (if any), or the accuracy, completeness, or adequacy of any
information supplied to Subscriber by the Company or on its behalf.





13







(j)            In
connection with Subscriber’s investment decision and issuance of the Subscribed Notes to Subscriber, neither the Placement Agent
nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber.



(k)            [Intentionally
omitted.]



(l)            Subscriber
became aware of this offering of the Subscribed Notes and the Underlying Shares (if any) solely by means of direct contact between Subscriber
and the Company or by means of contact from the Placement Agent, and the Subscribed Notes and the Underlying Shares (if any) were offered
to Subscriber solely by direct contact between Subscriber and the Company or its affiliates. Subscriber did not become aware of this offering
of the Subscribed Notes and the Underlying Shares (if any), nor were the Subscribed Notes and the Underlying Shares (if any) offered to
Subscriber, by any other means. Subscriber acknowledges that the Subscribed Notes and the Underlying Shares (if any) (i) were not
offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) and (ii) are
not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state
securities laws.



(m)            Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Notes and the
Underlying Shares (if any), including those set forth in the SEC Documents. Subscriber has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Notes and the Underlying Shares
(if any), and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber
has considered necessary to make an informed investment decision. Subscriber (i) is a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act), (ii) is a sophisticated investor, experienced in investing in private equity
transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the
purchase of the Subscribed Notes and the Underlying Shares (if any). Accordingly, the Subscriber understands that the offering meets (i) the
exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).





14







(n)            Without
limiting the representations and warranties set forth in this Convertible Note Subscription Agreement, Subscriber has analyzed and fully
considered the risks of an investment in the Subscribed Notes and the Underlying Shares (if any) and determined that the Subscribed Notes
and the Underlying Shares (if any) are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically
that a possibility of total loss exists.



(o)            Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Notes
and the Underlying Shares (if any) or made any findings or determination as to the fairness of this investment.



(p)            Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program,
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if
requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable
law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively with
the BSA, the “BSA/PATRIOT Act”), such Subscriber maintains policies and procedures reasonably designed to comply with
applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable law, Subscriber maintains policies and procedures
reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required
by applicable law, Subscriber maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used
to purchase the Subscribed Notes and the Underlying Shares (if any) were legally derived.



(q)            No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result
of the Subscription such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R.
Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after
the Transaction Closing as a result of the Subscription.



(r)            If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined
in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of
ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary
or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not
relied on the Company or any of its affiliates (the “Transaction Parties”) for investment advice or as the Plan’s
fiduciary with respect to its decision to acquire and hold the Subscribed Notes and the Underlying Shares (if any), and none of the Transaction
Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer
the Subscribed Notes and the Underlying Shares (if any) and (ii) the acquisition and holding of the Subscribed Notes and the Underlying
Shares (if any) will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.





15







(s)            Subscriber
has or has commitments to have and, when required to deliver payment pursuant to Section 2, Subscriber will have sufficient
funds to pay the Purchase Price pursuant to Section 2.



(t)            Subscriber
acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm
or corporation (including, without limitation, the Company, the Subscribed Companies, the Placement Agent, or any of their respective
affiliates or Representatives), other than the representations and warranties of the Company contained in Section 3 of this
Convertible Note Subscription Agreement, in making its investment or decision to invest in the Company. Subscriber agrees that none of
(i) any Other Subscriber pursuant to an Other Subscription Agreement or any other agreement related to the private placement of the
Company’s ordinary shares (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber)
nor (ii) the Company (other than with respect to the representations and warranties of the Company contained in Section 3
of this Convertible Note Subscription Agreement), the Subscribed Companies, the Placement Agent or any of their respective affiliates
or Representatives, shall be liable (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber, the Company or any other person or entity), whether
in contract, tort or otherwise, or have any liability or obligation to Subscriber or any Other Subscriber, or any person claiming through
Subscriber or any Other Subscriber, pursuant to this Convertible Note Subscription Agreement or related to the private placement of the
Subscribed Notes and the Underlying Shares (if any), the negotiation hereof or the subject matter hereof, or the transactions contemplated
hereby, for any action heretofore or hereafter taken or omitted to be taken by any of the foregoing in connection with the purchase of
the Subscribed Notes and the Underlying Shares (if any).



(u)            No
broker or finder is entitled to any brokerage or finder’s fee or commission to be paid by Subscriber solely in connection with the
sale of the Subscribed Notes to Subscriber.



(v)            At
all times on or prior to the final Subscription Closing Date, Subscriber has no binding commitment to dispose of, or otherwise transfer
(directly or indirectly), any of the Subscribed Notes and the Underlying Shares (if any).





16







(w)            Subscriber
hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with Subscriber, shall,
directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute any Short
Sales in each case with respect to the securities of the Company and in each case prior to the Transaction Closing or the earlier termination
of this Convertible Note Subscription Agreement in accordance with its terms. “Short Sales” shall include, without limitation,
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types of direct and indirect
stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts,
options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S.
broker dealers or foreign regulated brokers. Notwithstanding the foregoing, nothing in this Section 4(w) shall restrict
Subscriber’s ability to maintain bona fide hedging positions in respect of the warrants held by Subscriber as of the date hereof.
The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Notes and the Underlying Shares
(if any) may be pledged by Subscriber in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant
to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with,
a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of
the Subscribed Notes and the Underlying Shares (if any) shall not be required to provide the Company with any notice thereof; provided,
however, that neither the Company nor its counsel shall be required to take any action (or refrain from taking any action) in
connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Subscribed
Notes and the Underlying Shares (if any) are not subject to any contractual lock up or prohibition on pledging, the form of such acknowledgment
to be subject to review and comment by the Company in all respects.



(x)            Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by Subscriber with the Commission with respect
to the beneficial ownership of the Company’s outstanding securities prior to the date hereof, Subscriber is not currently (and at
all times through the final Subscription Closing will refrain from being or becoming) a member of a “group” (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting
for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act).



(y)            [Intentionally
omitted.]



(z)            [Intentionally
omitted.]



(aa)	     Subscriber
acknowledges that any restatement, revision, correction or other modification of the SEC Documents to the extent resulting from the SEC
Guidance shall not constitute a breach by the Company of this Convertible Note Subscription Agreement.



(bb)	     If
Subscriber is not a U.S. Person (as defined under Rule 902 under the Securities Act) and the offer and sale of the Subscribed Notes
is being made in reliance on Regulation S under the Securities Act, (i) Subscriber was or will be outside the United States at the
time any buy order for the Class A Shares was or is originated, and (ii) neither Subscriber nor any of its affiliates (as defined
in Rule 405 under the Securities Act) has, with respect to the Subscribed Notes, engaged in any “directed selling efforts”
within the meaning of Rule 902 under the Securities Act. Subscriber further represents that Subscriber is not acquiring the Class A
Shares for the account or benefit of any U.S. Person.





17







Section 5.	     Registration
of Underlying Shares.



(a)            The
Company agrees that, within thirty (30) calendar days following the Transaction Closing Date, the Company will file with the Commission
(at the Company’s sole cost and expense) a registration statement registering the resale of the Underlying Shares (if any) (the
 “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement
declared effective as soon as practicable after the filing thereof, but in any event no later than seventy-five (75) calendar days after
the Transaction Closing Date (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall
be extended to one hundred five (105) calendar days after the Transaction Closing Date if the Registration Statement is reviewed by, and
comments thereto are provided from, the Commission; provided, further that the Company shall have the Registration Statement
declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier)
by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review;
provided, further, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission
is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business
and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by
the same number of Business Days that the Commission remains closed for. Upon Subscriber’s timely request, the Company shall provide
a draft of the Registration Statement to Subscriber at least two (2) Business Days in advance of the date of filing the Registration
Statement with the Commission (the “Filing Date”). Unless otherwise agreed to in writing by Subscriber prior to the
filing of the Registration Statement, Subscriber shall not be identified as a statutory underwriter in the Registration Statement; provided,
that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will
have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Company. Notwithstanding the foregoing,
if the Commission prevents the Company from including any or all of the shares proposed to be registered under the Registration Statement
due to limitations on the use of Rule 415 of the Securities Act for the resale of the Underlying Shares by the applicable stockholders
or otherwise, such Registration Statement shall register for resale such number of Underlying Shares which is equal to the maximum number
of Underlying Shares as is permitted by the Commission. In such event, the number of Underlying Shares or other shares to be registered
for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders and as
promptly as practicable after being permitted to register additional Underlying Shares under Rule 415 under the Securities Act, the
Company shall amend the Registration Statement or file one or more new Registration Statement(s) (such amendment or new Registration
Statement shall also be deemed to be a “Registration Statement” hereunder) to register such additional Underlying Shares and
cause such amendment or Registration Statement(s) to become effective as promptly as practicable after the filing thereof, but in
any event no later than thirty (30) calendar days after the filing of such Registration Statement (the “Additional Effectiveness
Deadline”); provided, that the Additional Effectiveness Deadline shall be extended to one hundred twenty (120) calendar
days after the filing of such Registration Statement if such Registration Statement is reviewed by, and comments thereto are provided
from, the Commission; provided, further, that the Company shall have such Registration Statement declared effective within
ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review; provided, further,
that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed
for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the
Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional
Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth
in this Section 5.





18







(b)            The
Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of
a Registration Statement, the Company will use its commercially reasonable efforts to cause such Registration Statement to remain effective
with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement
to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earliest
to occur of (i) two (2) years from the effective date of the Registration Statement, (ii) the date on which Subscriber
ceases to hold any Subscribed Notes or Underlying Shares (if any) issued pursuant to this Convertible Note Subscription Agreement and
(iii) the first date on which Subscriber can sell all of its Underlying Shares (if any) issued upon conversion of the Convertible
Notes issued pursuant to this Convertible Note Subscription Agreement (or shares received in exchange therefor) under Rule 144 of
the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and without the requirement
for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) (the earliest of clauses (i), (ii), and (iii), the “End Date”). Prior to the End Date, the Company will
use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as
soon as reasonably practicable; file all reports, and provide all customary and reasonable cooperation, necessary to enable Subscriber
to resell the Underlying Shares (if any) pursuant to the Registration Statement; qualify the Underlying Shares (if any) for listing on
the applicable stock exchange on which the Company’s Class A Shares are then listed and update or amend the Registration Statement
as necessary to include the Underlying Shares (if any). The Company will use its commercially reasonable efforts to (A) for so long
as Subscriber holds Subscribed Notes or Underlying Shares (if any), make and keep public information available (as those terms are understood
and defined in Rule 144) and file with the Commission in a timely manner all reports and other documents required of the Company
under the Exchange Act so long as the Company remains subject to such requirements to enable Subscriber to resell the Underlying Shares
(if any) pursuant to Rule 144, (B) at the reasonable request of Subscriber, deliver all the necessary documentation to cause
the Company’s Trustee to remove all restrictive legends from any Underlying Shares (if any) being sold under the Registration Statement
or pursuant to Rule 144 at the time of sale the Underlying Shares (if any), or that may be sold by Subscriber without restriction
under Rule 144, including without limitation, any volume and manner of sale restrictions, and (C) cause its legal counsel to
deliver to the Trustee the necessary legal opinions required by the Trustee, if any, in connection with the instruction under clause
(B) upon the receipt of Subscriber representation letters and such other customary supporting documentation as requested by (and
in a form reasonably acceptable to) such counsel. Subscriber agrees to disclose its beneficial ownership, as determined in accordance
with Rule 13d-3 of the Exchange Act, of the Underlying Shares (if any) to the Company (or its successor) upon reasonable request
to assist the Company in making the determination described above.





19







(c)            The
Company’s obligations to include the Underlying Shares (if any) in the Registration Statement are contingent upon Subscriber furnishing
in writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber,
the securities of the Company held by Subscriber and the intended method of disposition of the Underlying Shares (if any) as shall be
reasonably requested by the Company to effect the registration of the Underlying Shares (if any), and Subscriber shall execute such documents
in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations;
provided, that the Company shall request such information from Subscriber, including the selling stockholder questionnaire, at
least five (5) Business Days prior to the anticipated Filing Date. In the case of the registration effected by the Company pursuant
to this Convertible Note Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such
registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of the Underlying Shares
(if any). Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement,
and from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such
Registration Statement if (A) it determines in good faith that in order for the registration statement to not contain a material
misstatement or omission, an amendment thereto would be needed, (B) such filing or use would reasonably be expected to materially
affect a bona fide business or financing transaction of the Company or would reasonably be expected to require premature disclosure of
information that would materially adversely affect the Company, (C) in the good faith judgment of the majority of the members of
the Company’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously detrimental
to the Company, (D) the majority of the board determines to delay the filing or initial effectiveness of, or suspend use of, a Registration
Statement and such delay or suspension arises out of, or is a result of, or is related to or is in connection with the SEC Guidance or
future Commission guidance directed at special purpose acquisition companies, or any related disclosure or related matters, (E) it
determines during any customary blackout or similar period or as permitted hereunder, or (F) necessary in connection with the preparation
and filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 10-K
for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension
Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement
for a period of more than sixty (60) consecutive days or more than two (2) times in any three hundred sixty (360) day period and
(x) the Company shall use commercially reasonable efforts to make such registration statement available for the sale by Subscriber
of such securities as soon as practicable thereafter.





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(d)            Upon
receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company)
of the happening of (i) an issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement
or the initiation of any proceedings for such purpose, which notice shall be given no later than three (3) Business Days from the
date of such event, (ii) any Suspension Event during the period that the Registration Statement is effective, which notice shall
be given no later than three (3) Business Days from the date of such Suspension Event, or (iii) or if as a result of a Suspension
Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made
(in the case of the prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the
Underlying Shares (if any) under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144)
until Subscriber receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects
the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective
or unless otherwise notified by the Company that it may resume such offers and sales and (2) it will maintain the confidentiality
of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request
or requirement. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s sole discretion destroy,
all copies of the prospectus covering the Underlying Shares (if any) in Subscriber’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Underlying Shares (if any) shall not apply (w) to
the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored
electronically on archival servers as a result of automatic data back-up.



(e)            Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices from
the Company otherwise required by this Section 5; provided, however, that Subscriber may later revoke any such Opt-Out
Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Company shall not
deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and (ii) each
time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Company in writing at
least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would
have been delivered but for the provisions of this Section 5(e)) and the related suspension period remains in effect, the
Company will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, by delivering to
Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related notice of the conclusion
of such Suspension Event or other event immediately upon its availability.



(f)            For
purposes of this Section 5 of this Convertible Note Subscription Agreement, (i) “Underlying Shares” shall be deemed
to include, as of any date of determination, any equity security issued or issuable with respect to the Underlying Shares (if any) by
way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar events, and (ii) “Subscriber”
shall include any person to which the rights under this Section 5 shall have been duly assigned.





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(g)            The
Company shall indemnify and hold harmless Subscriber, its selling brokers, dealer managers and similar securities industry professionals
(in each case, to the extent Subscriber is a seller under the Registration Statement), the officers, directors, members, managers, partners,
agents and employees of such persons, each person who controls such persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, managers, partners, agents and employees of each such
controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses (collectively, “Losses”)
that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue
statements, omissions or alleged omissions are (1) based upon information regarding Subscriber furnished in writing to the Company
by or on behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or (2) result
from or in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 5(d)or
(ii) any material violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law
or any rule or regulation thereunder, in connection with its obligations under this Section 5. Notwithstanding the forgoing,
the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement
is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed). Upon the
request of Subscriber, the Company shall provide Subscriber with an update on any threatened or asserted proceedings arising from or
in connection with the transactions contemplated by this Section 5 of which the Company receives notice in writing.



(h)            Subscriber
shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Convertible Note Subscription Agreement,
indemnify and hold harmless the Company, its directors, officers, members, managers, partners, agents and employees, each person who controls
the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, members, managers, partners, agents or employees of such controlling persons, to the fullest extent permitted by applicable
law, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing
to the Company by or on behalf of Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount
than the dollar amount of the net proceeds received by Subscriber upon the sale of the Underlying Shares giving rise to such indemnification
obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligation shall not apply to amounts paid in settlement
of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably
withheld or delayed).





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(i)            Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by
the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability
on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.



(j)            The
indemnification provided for under this Convertible Note Subscription Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified
party and shall survive the transfer of the Subscribed Notes or the Underlying Shares (if any).





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(k)            If
the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute
to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided,
however, that the liability of Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of the
Subscribed Notes giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or
relates to information supplied by (or not supplied by, in the case of an omission), or on behalf of such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action. The amount paid or payable by a party as a result of the Losses shall be deemed to include, subject
to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 5(k) from any person or entity who was
not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in no event will any party be liable
for punitive damages in connection with this Convertible Note Subscription Agreement or the transactions contemplated hereby.



Section 6.	     Termination.
This Convertible Note Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms, (b) the mutual written
agreement of the parties hereto to terminate this Convertible Note Subscription Agreement, with the prior written consent of Marti, and
(c) the one year anniversary of the Transaction Closing Date; provided, that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the Merger
Agreement promptly after the termination thereof. Upon the termination hereof in accordance with this Section 6, any monies
paid by Subscriber to the Company in connection herewith shall promptly (and in any event within one (1) Business Day) be returned
in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, without
any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.





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Section 7.	     Trust
Account Waiver. Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public
offering (the “IPO”) dated July 8, 2021 available at www.sec.gov, the Company has established a trust account
(the “Trust Account”) containing the proceeds of the IPO and from certain private placements occurring simultaneously
with the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain
other parties (including the underwriters of the IPO), and that, except as otherwise described in such prospectus, the Company may disburse
monies from the Trust Account only to (x) its public stockholders in the event they elect to have their Class A Shares redeemed
for cash in connection with the consummation of the Company’s initial business combination, an amendment to its certificate of incorporation
to extend the deadline by which the Company must consummate its initial business combination, or the Company’s failure to consummate
an initial business combination by such deadline, (y) pay certain taxes from time to time, or (z) the Company after or concurrently
with the consummation of its initial business combination. For and in consideration of the Company entering into this Convertible Note
Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber,
on behalf of itself and its affiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right,
title, interest or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account,
arising out or as a result of, in connection with or relating in any way to this Convertible Note Subscription Agreement, and regardless
of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively
referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against
the Trust Account now or in the future as a result of, or arising out of, this Convertible Note Subscription Agreement, and (c) will
not seek recourse against the Trust Account as a result of, in connection with or relating in any way to this Convertible Note Subscription
Agreement; provided, however, that nothing in this Section 7 shall be deemed to limit the Subscriber’s
right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities
of the Company acquired by any means other than pursuant to this Convertible Note Subscription Agreement, including, but not limited to,
any redemption right with respect to any such securities of the Company. Subscriber acknowledges and agrees that such irrevocable waiver
is a material inducement to the Company to enter into this Convertible Note Subscription Agreement, and further intends and understands
such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the extent Subscriber commences
any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives,
which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges
and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber
(or any person claiming on Subscriber’s behalf or in lieu of Subscriber) to have any claim against the Trust Account (including
any distributions therefrom) or any amounts contained therein. Nothing in this Section 7 shall (x) serve to limit or
prohibit Subscriber’s right to pursue a claim against the Company for legal relief against assets held outside the Trust Account,
for specific performance or other equitable relief, (y) serve to limit or prohibit any claims that Subscriber may have in the future
against the Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the
Trust Account and any assets that have been purchased or acquired with any such funds) or (z) be deemed to limit any Subscriber’s
right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities
of the Company acquired by any means other than pursuant to this Convertible Note Subscription Agreement, including, but not limited to,
any redemption right with respect to any such securities of the Company. Notwithstanding anything in this Convertible Note Subscription
Agreement to the contrary, the provisions of this Section 7 shall survive termination of this Convertible Note Subscription
Agreement.



Section 8.	     Miscellaneous.



(a)            All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day
prior to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a
Business Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the
recipient via overnight mail by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after
being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed
to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as
subsequently modified by written notice given in accordance with this Section 8(a). A courtesy electronic copy of any notice
sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address
is provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice
given in accordance with this Section 8(a).





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(b)            Subscriber
acknowledges that the Company and others, including after the Transaction Closing, Marti, will rely on the acknowledgments, understandings,
agreements, representations and warranties of Subscriber contained in this Convertible Note Subscription Agreement; provided, however,
that the foregoing clause of this Section 8(b) shall not give the Company, the Placement Agent, or Marti any rights other
than those expressly set forth herein. Prior to each Subscription Closing, Subscriber agrees to promptly notify the Company if it becomes
aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no
longer accurate in all material respects. The Company acknowledges that Subscriber and the Subscribed Companies will rely on the acknowledgments,
understandings, agreements, representations and warranties contained in this Convertible Note Subscription Agreement. Prior to each Subscription
Closing, the Company agrees to promptly notify Subscriber, and the Subscribed Companies if it becomes aware that any of the acknowledgments,
understandings, agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.



(c)            The
Placement Agent shall not be liable to Subscriber, whether in contract, tort, under the federal or state securities laws, or otherwise,
for any action taken or omitted to be taken by the Placement Agent in connection with the Subscription. Subscriber, on behalf of itself
and its affiliates, (i) hereby releases the Placement Agent in respect of any losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses, or disbursements related to the Subscription and (ii) shall not commence any litigation or
bring any claim against the Placement Agent in any court or any other forum which relates to, may arise out of, or is in connection with,
the Subscription, except to the extent that any loss, claim, damage, or liability is found in a final judgment by a court of competent
jurisdiction to have resulted from the willful misconduct, fraud, bad faith, or gross negligence of the Placement Agent or any of its
directors, officers, employees representatives or controlling persons. Subscriber agrees that the foregoing release and waiver is given
freely and after obtaining independent legal advice and understands such release and waiver to be valid, binding, and enforceable against
Subscriber in accordance with applicable law.



(d)            Each
of the Company, the Placement Agent and Subscriber is irrevocably authorized to produce this Convertible Note Subscription Agreement or
a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby.



(e)            Each
party hereto shall pay all of its own expenses in connection with this Convertible Note Subscription Agreement and the transactions contemplated
herein.



(f)            Neither
this Convertible Note Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Notes
and the Underlying Shares (if any) acquired hereunder and the rights set forth in Section 5) may be transferred or assigned
by Subscriber. Neither this Convertible Note Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred
or assigned by the Company without the prior written consent of Subscriber and Marti, other than in connection with the Transaction.
Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Convertible Note Subscription Agreement to
one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on
behalf of Subscriber) or designees upon written notice to the Company and Marti or, with the Company’s and Marti’s prior
written consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become a Subscriber
hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein
to the extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber of its obligations
hereunder if any such assignee fails to perform such obligations, unless the Company and Marti has each given its prior written consent
to such relief.





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(g)           All
the agreements, representations and warranties made by each party hereto in this Convertible Note Subscription Agreement shall survive
the Subscription Closings.



(h)            The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Notes and to register the Underlying Shares (if any) for resale, and Subscriber shall promptly
provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal
policies and procedures; provided, that the Company agrees to keep any such information provided by Subscriber confidential, except
(A) as required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required
by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations
of the Stock Exchange. Subscriber acknowledges that the Company may file a form of this Convertible Note Subscription Agreement with the
Commission as an exhibit to a current or periodic report of the Company or a registration statement of the Company.



(i)            This
Convertible Note Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the
parties hereto and Marti.



(j)            This
Convertible Note Subscription Agreement, together with the form of Indenture attached hereto, constitutes the entire agreement, and supersedes
all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to
the subject matter hereof.



(k)           Except
as otherwise provided herein, this Convertible Note Subscription Agreement is intended for the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person. Except as set forth in Section 4, Section 5, Section 6,
Section 8(b), Section 8(d), Section 8(f), Section 8(i) and this Section 8(k) with
respect to the persons specifically referenced therein, this Convertible Note Subscription Agreement shall not confer any rights or remedies
upon any person other than the parties hereto, and their respective successors and assigns, and the parties hereto acknowledge that such
persons so referenced are third party beneficiaries of this Convertible Note Subscription Agreement for the purposes of, and to the extent
of, the rights granted to them, if any, pursuant to the applicable provisions.





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(l)            The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Convertible Note
Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal
remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief,
including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Convertible Note Subscription
Agreement and to enforce specifically the terms and provisions of this Convertible Note Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge
and agree that the Company shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription and the provisions
of the Convertible Note Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein. The parties
hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any
such equitable remedy; (y) not to assert that a remedy of specific enforcement pursuant to this Section 8(m) is
unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any action for
specific performance, including the defense that a remedy at law would be adequate.



(m)           If
any provision of this Convertible Note Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Convertible Note Subscription Agreement shall not in any way be affected or impaired thereby and
shall continue in full force and effect.



(n)            No
failure or delay by a party hereto in exercising any right, power or remedy under this Convertible Note Subscription Agreement, and no
course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or
partial exercise of any right, power or remedy under this Convertible Note Subscription Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Convertible
Note Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.



(o)            This
Convertible Note Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf
or other electronic submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed
the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.



(p)           This
Convertible Note Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.





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(q)            EACH
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY
OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT.



(r)            The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Convertible Note Subscription
Agreement must be brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within
the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter,
any federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction
over a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”). Each
party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect
to this Convertible Note Subscription Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of
immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or
proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in
the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of
any process, summons, notice or document to a party hereof in compliance with Section 8(a) of this Convertible Note Subscription
Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to
which the parties have submitted to jurisdiction as set forth above.



(s)            This
Convertible Note Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon,
arising out of, or related to this Convertible Note Subscription Agreement, or the negotiation, execution or performance of this Convertible
Note Subscription Agreement, may only be brought against the entities that are expressly named as parties hereto.





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(t)           The
Company shall, by 9:00 a.m., New York City time, on the second (2nd) Business Day immediately following the date of this Convertible
Note Subscription Agreement, file with the Commission a Current Report on Form 8-K (the “Disclosure Document”)
disclosing all material terms of this Convertible Note Subscription Agreement and, to the extent not disclosed pursuant to a Current
Report on Form 8-K filed by the Company with the Commission prior to the date hereof, the Other Subscription Agreements and the
transactions contemplated hereby and thereby, the Transaction and any other material, nonpublic information that the Company has provided
to Subscriber or any of Subscriber’s affiliates, attorneys, agents or representatives at any time prior to the filing of the Disclosure
Document and including as exhibits to the Disclosure Document, the form of this Convertible Note Subscription Agreement and the Other
Subscription Agreement (in each case, without redaction). Except to the extent the Subscriber or an affiliate thereof is a party to a
non-disclosure agreement with Marti, which, by its terms, contains trade restrictions that are to terminate after the Transaction Closing
Date, upon the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber and Subscriber’s affiliates, attorneys,
agents and representatives shall not be in possession of any material, non-public information received from the Company or any of its
affiliates, officers, directors, or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar
obligations under any agreement, whether written or oral, with the Company, the Placement Agent, or any of their respective affiliates.
Notwithstanding anything in this Convertible Note Subscription Agreement to the contrary, the Company (i) shall not publicly disclose
the name of Subscriber or any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in
any press release, without the prior written consent of Subscriber and (ii) shall not publicly disclose the name of Subscriber or
any of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any filing with the Commission
or any regulatory agency or trading market, without the prior written consent of Subscriber, except (A) as required by the federal
securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws, rules or regulations,
at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case of clause
(A) or (B), the Company shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and
shall reasonably consult with Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested
by the Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings
with the Commission).



(u)            If
any change in the Class A Shares shall occur between the date of this Convertible Note Subscription Agreement and a Subscription
Closing by reason of any reclassification, recapitalization, stock split, reverse stock split, combination, exchange, or readjustment
of shares, or any stock dividend, the number of Subscribed Notes and the Underlying Shares (if any) issued to Subscriber hereunder shall
be appropriately adjusted to reflect such change.



(v)            The
obligations of Subscriber under this Convertible Note Subscription Agreement are several and not joint with the obligations of any Other
Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the
performance of the obligations of any Other Subscriber under this Convertible Note Subscription Agreement or any Other Subscriber or
other investor under the Other Subscription Agreements. The decision of Subscriber to purchase the Subscribed Notes and the Underlying
Shares (if any) pursuant to this Convertible Note Subscription Agreement has been made by Subscriber independently of any Other Subscriber
or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, Marti or any
of their respective affiliates or subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent
or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to
any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or other investor
pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers or other
investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Convertible
Note Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent
for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection
with monitoring its investment in the Subscribed Notes and the Underlying Shares (if any) or enforcing its rights under this Convertible
Note Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation
the rights arising out of this Convertible Note Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor
to be joined as an additional party in any proceeding for such purpose.





30







(w)            The
headings herein are for convenience only, do not constitute a part of this Convertible Note Subscription Agreement and shall not be deemed
to limit or affect any of the provisions hereof. The language used in this Convertible Note Subscription Agreement will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against
any party. Unless the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules
or Exhibits contained in or attached to this Convertible Note Subscription Agreement, (ii) each accounting term not otherwise defined
in this Convertible Note Subscription Agreement has the meaning assigned to it in accordance with GAAP, (iii) words in the singular
or plural include the singular and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the
masculine, feminine and neuter, (iv) the use of the word “including” in this Convertible Note Subscription Agreement
shall be by way of example rather than limitation, and (v) the word “or” shall not be exclusive.



(x)            The
Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect
to, this Convertible Note Subscription Agreement.



Section 9.	     Qualified
ABL Commitments and Qualified Equity Commitments. For purposes of this Convertible Note Subscription Agreement:



(a)            “Qualification
Notice” shall mean that certain notice delivered by Daniel Freifeld on behalf of the Company to the Subscriber via electronic
mail on April 14, 2023 and the .pdf attachment thereto titled “Marti Financing”, summarizing material terms of the proposed
Qualified ABL Commitments and Qualified Equity Commitment;





31







(b)            “Qualified
ABL Commitments” shall mean lending commitments pursuant to a loan agreement or similar definitive agreement from reputable
national or international lenders that are secured by the assets of Marti or its affiliates (including equipment, receivables and inventory),
with material terms that are substantively similar to, or no less favorable to Marti than, the material terms with respect to the proposed
Qualified ABL Commitments set forth in the Qualification Notice; and



(c)            “Qualified
Equity Commitments” shall mean commitments to acquire equity interests of the Company pursuant to definitive commitment or subscription
agreements with reputable financial investors with material terms that are substantively similar to, or no less favorable to Marti than,
the material terms with respect to the proposed Qualified Equity Commitment set forth in the Qualification Notice.”



[Signature pages follow.]





32







IN
WITNESS WHEREOF, the Company has accepted this Convertible Note Subscription Agreement as of the date first set forth above.



| |  | GALATA ACQUISITION CORP.                      
| |  | ----------------------------------------------
| |  |                                               
| |  | By:                                           
| |  | Name: Daniel Freifeld                         
| |  | Title: President                              
| |  |                                               
| |  | Address for Notices:                          
| |  |                                               
| |  | 2001 S Street NW, Suite 320                   
| |  | Washington, DC 20009                          
| |  | Attention: Kemal Kaya, Chief Executive Officer
| |  | Email: kemal@galatacorp.net                   
| |  |                                               
| |  | with a copy (not to constitute notice) to:    
| |  |                                               
| |  | Willkie Farr & Gallagher LLP                  
| |  | 787 Seventh Avenue                            
| |  | New York, New York 10019                      



[Signature Page to Subscription Agreement]













IN
WITNESS WHEREOF, Subscriber has executed or caused this Convertible Note Subscription Agreement to be executed by its duly
authorized representative as of the date first set forth above.



|Name of Subscriber                                                                   |                      | State/Country of Formation or Domicile: Delaware
|------------------------------------------------------------------------------------ | -------------------- | ------------------------------------------------
|                                                                                     |                      |                                                 
|CALLWAY CAPITAL MANAGEMENT LLC                                                       |                      |                                                 
|                                                                                     |                      |                                                 
|By:                                                                                  | /s/ Daniel Freifield |                                                 
|Name: Daniel Freifeld                                                                |                      |                                                 
|Title: Managing Member                                                               |                      |                                                 
|                                                                                     |                      |                                                 
|Name in which Subscribed Notes are to be registered (if different):                  |                      | Date: May 4, 2023                               
|                                                                                     |                      |                                                 
|Subscriber’s EIN:                                                                    |                      |                                                 
|                                                                                     |                      |                                                 
|Entity Type (e.g., corporation, partnership, trust, etc.): Limited liability company |                      |                                                 
|                                                                                     |                      |                                                 
|Business Address-Street: 818 18th Ave S, Suite 925                                   |                      | Mailing Address-Street (if different):          
|                                                                                     |                      |                                                 
|City, State, Zip: Washington, Nashville, TN 37203                                    |                      | City, State, Zip:                               
|                                                                                     |                      |                                                 
|Attn: Daniel Freifeld                                                                |                      | Attn:                                           
|                                                                                     |                      |                                                 
|Telephone No.: (202) 866-0901                                                        |                      | Telephone No.:                                  
|                                                                                     |                      |                                                 
|Email for notices: dsf@callawaycap.com                                               |                      | Email for notices (if different):               
|                                                                                     |                      |                                                 
|Aggregate Principal Amount: $40,000,000                                              |                      |                                                 



[Signature Page to Subscription Agreement]













Acknowledge and agreed as of the date of this Convertible Note Subscription
Agreement.



MARTI TECHNOLOGIES INC.



|By:               | /s/ Alper Oktem | 
|----------------- | --------------- | 
|Name: Alper Oktem |                
|Title:            |                



[Signature Page to Subscription Agreement]













EXHIBIT A



INDENTURE













Annex
A



ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBERThis Annex A should be completed and signed by Subscriber
and constitutes a part of the Convertible Note Subscription Agreement.



1.            QUALIFIED
INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



| | x | Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) (a “QIB”)
| | - | ------------------------------------------------------------------------------------------------------------



| |  ̈ | We are subscribing for the Subscribed Notes and the Underlying Shares (if any) as a fiduciary or agent
for one or more investor accounts, and each owner of such account is a QIB.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | AFFILIATE STATUS
(Please check the applicable box)
| | -- | --------------------------------------------------



SUBSCRIBER:



 ̈	     is:



x	     is
not:



an “affiliate” (as defined in Rule 144 under
the Securities Act) of the Company or acting on behalf of an affiliate of the Company.



| | 4. | Non-U.S.
Person Certification(Please check the applicable box(es))
| | -- | ------------------------------------------------------------------



Subscriber makes the following
representation regarding its status as a non-“U.S. person” (as defined under Rule 902 under the Act):



 ̈	     Subscriber
is a natural person that is not resident in the United States of America, including its territories and possessions;



 ̈	     Subscriber
is a partnership, corporation or limited liability company that is organized or incorporated under the laws of a jurisdiction outside
of the United States (and is not formed by a U.S. person principally for the purpose of investing in securities not registered under
the Securities Act, unless it is organized or incorporated, and owned, by U.S. accredited investors (as defined in Rule 501(a) of
Regulation D under the Securities Act) who are not natural persons, estates or trusts);



 ̈	     Subscriber
is an estate for which the executor or administrator is a non-U.S. person;



 ̈	     Subscriber
is a trust for which the trustee is not a U.S. person;



 ̈	     Subscriber
is a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a non-U.S. person;













 ̈	     Subscriber
is a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident outside of the United States;



 ̈	     Subscriber
does not meet any of the conditions described above.



This page should be completed by Subscriber
and constitutes a part of the Convertible Note Subscription Agreement.



| | SUBSCRIBER:
| | -----------
| | Print Name:
| |            
| | By:        
| |            
| |