Exhibit 10.4


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [●], 2022 by and between Mars Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-[●] (“Registration Statement”) and prospectus (“Prospectus”) for
the initial public offering of the Company’s units (“Units”), each of which consists of one ordinary share of
the Company, par value $0.0001 per share (“Ordinary Share”), one right to receive one-tenth of one Ordinary Share (each,
a “Right”) and one half of one redeemable warrant (“Warrant”), each whole Warrant entitling the
holder to purchase one Ordinary Share (such initial public offering referred to as the “IPO”) has been declared effective
as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered into an Underwriting
Agreement (“Underwriting Agreement”) with Maxim Group LLC as the representative (the “Representative”)
of the several underwriters (“Underwriters”) named therein;


 


WHEREAS, if a business combination (“Business
Combination”) is not consummated within the initial 12 month period following the closing of the IPO, the Company’s insiders
may extend such period two times by an additional three-months each time, up to a maximum of 18 months in the aggregate, by depositing
$750,000 (or $862,500 if the Underwriters’ over-allotment option is exercised in full) into Trust Account (as defined below) on
or prior to the applicable deadline. In exchange the sponsor or its affiliates or designees will receive non-interest bearing, unsecured
promissory notes equal to the amount of any such deposit;


 


WHEREAS, as described in the Prospectus, and in
accordance with the Company’s Amended and Restated Memorandum and Articles of Association (“Articles of Association”),
$75,000,000 ($86,250,000 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of Units will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be referred
to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby agrees
and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee initially at J.P. Morgan Chase Bank, N.A.
(or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by Trustee,
and at a brokerage institution selected by the Company that is reasonably satisfactory to the Trustee;


 


(b) Manage, supervise, and administer the Trust
Account subject to the terms and conditions set forth herein;


 






     


     


    

 


(c) In a timely manner, upon the written instruction
of the Company, either (i) invest and reinvest the Property in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity
of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as
a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company
Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage institution referred to in 1(a) above
to place the Property in a cash demand deposit account; it being understood that unless the Company instructs the Trustee to do either
of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect and receive, when due, all principal
and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Representative
of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company in connection with the Company’s preparation of its tax returns or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as, and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only
after and promptly after receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf
of the Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly
acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event
that a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided
in the Company’s Articles of Association, the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date; and


 


(j) Upon receipt of a letter (an “Amendment
Notification Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, distribute
to Public Shareholders who exercised their redemption rights in connection with an amendment to Article 44 of the Company’s Articles
of Association (an “Amendment”) an amount equal to the pro rata share of the Property relating to the Ordinary Shares
for which such Public Shareholders have exercised redemption rights in connection with such Amendment.


 


2. Limited Distributions of Income from Trust Account.


 


(a) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation
owed by the Company or liquidation expenses not to exceed $50,000.


 


(b) The limited distributions referred to in Section
2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above, no other distributions
from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


3. Agreements and Covenants of the Company. The Company agrees
and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by any one of the Company’s authorized officers. The Trustee shall be entitled to rely on such written instructions
from the Company confirmed by telephone instruction from a person which the Trustee in good faith believes to be given by any one of the
persons authorized above to give written instructions;


 






     


     


    

 


(b) Subject to the provisions of Section 5
of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit, or other proceeding
brought against the Trustee which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud, or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of
any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c) Pay the Trustee an initial acceptance fee,
an annual fee, and a transaction processing fee for each disbursement made pursuant to Section 2(a) as set forth on Schedule
A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee pursuant to Section
1(i) solely in connection with the consummation of a business combination (a “Business Combination”). The Company
shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date;


 


(d) In connection with any vote of the Company’s
shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business
of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such Business
Combination;


 


(e) In the event that the Company directs the Trustee
to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to
make any payments that are not specifically authorized by this Agreement;


 


(f) If the Company has an Amendment approved by
its shareholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit C providing instructions for
the distribution of funds to Public Shareholders who exercise their redemption rights in connection with such Amendment;


 


(g) Provide the Representative with a copy of any
Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance; and


 


(h) Expressly provide in any Instruction Letter
(as defined in Exhibit A) delivered in connection with a Termination Letter in a form substantially similar to that attached hereto
as Exhibit A that the Business Combination Fee be paid directly to the account or accounts directed by the Representative on behalf
of the Underwriters.


 


4. Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a) Take any action with respect to the Property,
other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence, fraud or willful misconduct;


 


(b) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 






     


     


    

 


(c) Change the investment of any Property, other
than in compliance with Section 1(c);


 


(d) Refund any depreciation in principal of any
Property;


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else
for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own
best judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee
shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section
3(a)), except for its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report, or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons (provided, that with
respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth
in written instructions from the Company, confirmed by telephone, in accordance with Section 3(a)). The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness of the information set
forth in the Registration Statement or to confirm or assure that any Business Combination consummated by the Company or any other action
taken by it is as contemplated by the Registration Statement;


 


(h) File local, state, and/or federal tax returns
or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements to the Company documenting
the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the Trust Account
(it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by
the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties, inquire,
or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth
herein; or


 


(k) Verify calculations, qualify, or otherwise
approve Company requests for distributions pursuant to Sections 1(i), 1(j), and 2(a) above.


 


5. Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee
has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c)
hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account.


 






     


     


    

 


6. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the
Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during
which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements
relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not
locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property in
accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b) and
Section 5.


 


7. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust Account
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all
information supplied to it by the Company, including account names, account numbers, and all other identifying information relating to
a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud, or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in the information
supplied to it or funds transferred based on such information.


 


(b) This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state
or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim,
cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.


 


(c) This Agreement may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(d) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(j) (which sections may
not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding Ordinary Shares; provided that
no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary
Shares in connection with a vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended
or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be
made without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the propriety
of any proposed amendment.


 


(e) Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


 






     


     


    

 


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Mars
Acquisition Corp. 


Americas
Tower 


1177
Avenue of The Americas 


Suite
5100, New York, NY, 10036 


Attn:
Karl Brenza, Chief Executive Officer 


E-mail:
kbrenza@verizon.net 


 


in either case with a copy (which copy shall not
constitute notice) to:


 


Maxim Group LLC


300 Park Avenue, 16th Floor


New York, NY 10022


Attn: Justin Rabinowitz


Email: jrabinowitz@maximgrp.com


 


and


 


VCL
Law LLP 


1945
Old Gallows Road, Suite 630 


Attn:
Fang Liu, Esq. 


E-mail:
fliu@vcllegal.com 


 


and


 


Harter
Secrest & Emery LLP 


1600
Bausch & Lomb Place 


Rochester,
NY 14604 


Attn:
Christopher Murillo, Esq. 


Email: cmurillo@hselaw.com  


 


(f) This Agreement may not be assigned by the Trustee
without the prior consent of the Company.


 


(g) Each of the Trustee and the Company hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint product of the
Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 






     


     


    

 


(j) Each of the Company and the Trustee hereby
acknowledge that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 


 






     


     


    

 


IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name: 	Francis Wolf
	 	 	Title:	Vice President
	 	 	 	 
	 	MARS ACQUISITION CORPORATION
	 	 	 	 
	 	By:	 
	 	 	Name: 	Karl Brenza 
	 	 	Title:	Chief Executive Officer 


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	   [_]	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	  [_]	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	  [_]	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	 Prevailing rates	 


 


9


 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


 


Continental Stock Transfer


 


& Trust Company


 


1 State Street, 30th floor


 


New York, New York 10004


 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Mars Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company,
dated as of _______, 2022 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement
with [__________________] to consummate a business combination (“Business Combination”) on or about [insert date].
The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 






     


     


    

 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds to the Trust Account at [●] to the
effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the
Underwriters (with respect to the Business Combination Fee)). It is acknowledged and agreed that while the funds are on deposit in the
trust account awaiting distribution, neither the Company nor the Underwriters will earn any interest or dividends.


 


On the Consummation Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you
(a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection
with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representative with respect
to the transfer of the funds held in the Trust Account, including payment of the Business Combination Fee from the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation
Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under
the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds held in the Trust Account
shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in
the notice.


 


	 	Very truly yours,
	 	 
	 	MARS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  Karl Brenza
	 	 	Title:    Chief Executive Officer


 


AGREED TO AND ACKNOWLEDGED BY


 


 


	Maxim Group LLC	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 	 	 


 






     


     


    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Mars Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company,
dated as of _______, 2022 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business
Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles
of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds of the Trust to the Trust Operating Account
at [●] to await distribution to the Public Shareholders. The Company has selected [____________, 20__] as the effective date for
the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged
that while the funds are on deposit in the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends.
You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public
Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of
the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	MARS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  Karl Brenza
	 	 	Title:    Chief Executive Officer


 


	cc:	Maxim Group LLC


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment Management
Trust Agreement between Mars Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company,
dated as of ________, 2022 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(j) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____ of the total proceeds of the Trust to the Trust
Account at [●] to await distribution to the Public Shareholders that have requested conversion of their shares in connection with
such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 
	 	MARS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:   Karl Brenza
	 	 	Title:     Chief Executive Officer


 


	cc:	Maxim Group LLC


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(a) of the Investment Management
Trust Agreement between Mars Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company,
dated as of _________, 2022 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$_______]
of the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [income or other tax
obligations][dissolution and liquidation expenses, which expenses will not exceed $50,000].


 


In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	MARS ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  Karl Brenza
	 	 	Title:    Chief Executive Officer


 


	cc:	Maxim Group LLC