Exhibit 10.7


 


PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT,
dated as of [ ], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mars
Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mars Capital Holding Corporation, a British
Virgin Islands company limited by shares (the “Purchaser”).


 


WHEREAS, the Company intends to consummate an
initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one ordinary
share, of par value $0.0001 per share, of the Company (a “Share”), one half of one redeemable warrant, each warrant
exercisable for one Share at an exercise price of $11.50 per Share, and one right to receive one-tenth of one ordinary share, as set forth
in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);
and


 


WHEREAS, the Purchaser has agreed to purchase
from the Company an aggregate of 377,500 units (or up to 416,875 units depending on the extent to which the underwriters’ over-allotment
option in connection with the Public Offering is exercised) (the “Private Placement Units”), at $10.00 per Private
Placement Unit, with each Private Placement Unit consisting of one Share (377,500 Shares in the
aggregate, or up to 416,875 Shares if the underwriters exercise their option to purchase additional units in full), one-half of
one private placement warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share
(188,750 warrants in the aggregate, or up to 208,438 warrants if the underwriters exercise their option to purchase additional units in
full) (the “Private Placement Warrants”), and one right to receive one-tenth
of a Share (377,500 rights in the aggregate, or up to 416,875 rights if the underwriters exercise their option to purchase additional
units in full) (the “Private Placement Rights”).


 


.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of the Private
Placement Units.


 


A. Authorization of the Private Placement
Units. The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.


 


B. Purchase and Sale of the Private Placement
Units.


 


(i) As payment in full for 377,500 Private
Placement Units being purchased under this Agreement, Purchaser shall pay $3,775,000 (the “Purchase Price”), by wire
transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day
prior to the initial closing of the Public Offering, or at such earlier date as the Company and the Purchaser may agree.


 


(ii) In the event that the underwriters’
over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 39,375 Private Placement Units (the
 “Additional Private Placement Units”), in the same proportion as the amount of the over-allotment option that is exercised,
simultaneously with such purchase of Additional Private Placement Units. As payment in full for the Additional Private Placement Units
then being purchased hereunder, at least one (1) business day prior to the applicable closing of all or any portion of the over-allotment
option, or on such earlier date as the Company and the Purchaser may agree, the Purchaser shall pay $10.00 per Additional Private Placement
Units, up to an aggregate amount of $393,750, by wire transfer of immediately available funds in accordance with the Company’s wiring
instructions.


 






    


     


    

 


(iii) The closing of the purchase and sale
of the 377,500 Private Placement Units shall take place simultaneously with the initial closing of the Public Offering (the “Initial
Closing Date”). The closing of the purchase and sale of the Additional Private Placement Units, if applicable, shall take place
simultaneously with the applicable closing of all or any portion of the over-allotment option (such closing date, together with the Initial
Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale
of each of the 377,500 Private Placement Units and the Additional Private Placement Units shall take place at the offices of VCL Law LLP,
1945 Old Gallows Road, Suite 630, Vienna, VA 22182, or such other place as may be agreed upon by the parties hereto.


 


C. Terms of the Private Placement Units.


 


(i) The Private Placement Warrants shall
have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public
Offering (a “Warrant Agreement”). The Private Placement Units shall have their terms set forth in a Rights Agreement
to be entered into by the Company and a right agent, in connection with the Public Offering (a “Rights Agreement”).


 


(ii) At or prior to the time of the Initial
Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the
Shares underlying the Private Placement Units.


 


Section 2. Representations and Warranties of the
Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Units, the
Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization and Corporate Power.
The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse
effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and
authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Rights Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Private Placement Units have been duly authorized by the Company as of the Closing Dates. This Agreement constitutes
a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment
pursuant to, the terms of the Warrant Agreement, the Rights Agreement and this Agreement, the Private Placement Units will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution and delivery by the Company
of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units, the issuance of the Shares upon
exercise of the Private Placement Units and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company,
do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital
stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the memorandum
and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance
in accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms hereof, the Warrant
Agreement and the Rights Agreement, the Shares issuable upon exercise of the Private Placement Units will be duly and validly issued,
fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement and the
Rights Agreement, the Purchaser will have good title to the Private Placement Units and the Shares issuable upon exercise of such Private
Placement Units, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 






    


     


    

 


D. Governmental Consents. No permit,
consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the
execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated
hereby.


 


E. No Disqualifying Event. Neither
the Company nor, to its knowledge, any of its affiliates, officers, directors or beneficial stockholders of 20% or more of its outstanding
securities has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations and Warranties of the
Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Units
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the
Closing Dates) that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and
binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing
Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order,
judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Private
Placement Units and, upon exercise of the Private Placement Units, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act and has not experienced
a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under
the Securities Act.


 


(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Securities.


 


(vi) The Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 






    


     


    

 


(vii) The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for
sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under
any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder.


 


(viii) The Purchaser has such knowledge and
experience in financial and business matters and the high degree of risk associated with investments in the securities of companies in
the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able
to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The
Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future
needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments
in the Securities.


 


(ix) The Purchaser understands that the Private
Placement Units shall bear the following legend and appropriate “stop transfer” instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, MARS ACQUISITION CORP., MARS
CAPITAL HOLDING CORPORATION AND MAXIM GROUP LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Units are subject to the fulfillment,
on or before each of the Closing Dates, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates
as though then made.


 


B. Performance. The Company shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before the applicable Closing Date.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement, or the Rights
Agreement.


 


D. Warrant Agreement and Rights Agreement.
The Company shall have entered into the Warrant Agreement with a warrant agent and the Rights Agreement with a right agent on terms satisfactory
to the Purchaser.


 






    


     


    

 


Section 5. Conditions of the Company’s Obligations. The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each of the Closing Dates,
of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates
as though then made.


 


B. Performance. The Purchaser shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by the Purchaser on or before the applicable Closing Date.


 


C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement, the Warrant
Agreement and the Rights Agreement and the issuance and sale of the Private Placement Units and Additional Private Placement Units.


 


D. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement and the Rights
Agreement.


 


E. Warrant Agreement and Rights Agreement.
The Company shall have entered into the Warrant Agreement and the Rights Agreement.


 


Section 6. Termination. This Agreement
may be terminated at any time after [ ], 2022 upon the election by either the Company or the Purchaser upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties. All
of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8. Definitions. Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9. Miscellaneous.


 


A. Successors and Assigns. Except
as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to
affiliates thereof.


 


B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may
be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall
be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the
State of New York.


 


F. Jurisdiction: The parties hereto
irrevocably submit to the exclusive jurisdiction of any federal court sitting in the Southern District of New York or any state court
located in New York County, State of New York, over any suit, action or proceeding arising out of or relating to this Agreement. To the
fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of
motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they
may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 






    


     


    

 


G. Amendments. This Agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


 


	 	COMPANY:
	 	 
	 	MARS ACQUISITION CORP.
	 	    
	 	By:	             
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MARS CAPITAL HOLDING CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Private Placement Units
Purchase Agreement]