Exhibit 10.1

UNSECURED PROMISSORY NOTE

EFFECTIVE DATE: April 25, 2025

FOR VALUE RECEIVED, SCANTECH AI SYSTEMS INC., a Delaware corporation (the “Company” or “STAI”), hereby promises to pay to the order of ST. JAMES BANK AND TRUST COMPANY LTD. (the “Lender”) the Principal Amount (as defined below) in the amounts and on the dates set forth herein, together with interest on the unpaid Principal Amount outstanding from time to time from the date each such amount is advanced as provided herein, at a rate of twelve percent (12.0%) per annum, paid quarterly.

WHEREAS, on September 5, 2023, ScanTech Identification Beam Systems, LLC (“SIBS”) entered into a Business Combination Agreement (as amended, the “BCA”) with Mars Acquisition Corp., a Cayman Island exempted company (“Mars”), STAI, and the other parties thereto (the “Transaction”).

WHEREAS, Lender has entered into a settlement and release agreement with SIBS, STAI, and additional parties to settle various agreements prior to the consummation of the Transaction, and pursuant to such settlement and release hereby agrees to enter into this Unsecured Promissory Note (this “Note”) with STAI, the terms and conditions of which are contained herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

1.              Principal Amount. As used herein, the term “Principal Amount” means $2,850,000 (Two Million Eight Hundred Fifty Thousand US Dollars).

2.              Interest Rate and Calculation. The note shall accumulate interest in kind at a rate of 12.0% per annum on the outstanding Principal Amount computed by multiplying the actual number of days in such period by a daily interest rate based on a 360-day year, which such interest shall be due and payable at the Maturity Date.

3.              Term. The Principal Amount and all accrued interest under this Note shall be due and payable upon demand by the Lender one hundred eighty (180) days from the Effective Date (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid Principal Amount, together with all accrued interest thereon, shall become immediately due and payable upon the occurrence of an Event of Default (as hereinafter defined).

4.              Prepayments. This Note may be prepaid in full or in part at any time without penalty. Prepayment in part shall not affect, vary or postpone the duty of STAI to pay all obligations when due, and it shall not affect or impair the right of Lender to pursue all remedies available to it hereunder.

5.              Extensions of Term; Payments.

(a)                    The Company is granted, at its sole option, up to two extensions of 180-days each, of the Maturity Date (each an “Extension”). In the event the Company elects to utilize either or both Extensions, “Maturity Date” for purposes of Section 5 and 6 herein shall be the final date upon either or both Extensions. If the Company elects one or more Extensions, the Company may choose to do any of the following as of the first date of an Extension period:

(i)             Issue shares of STAI’s common stock (“Common Stock”) at an ascribed value of $9.87 per share to Lender in a total dollar amount equal to one-hundred twenty-five percent (125%) of the then current outstanding amount of the Note as of the date of the Extension (including any and all accrued interest) after taking into account the reduced balance of the Note pursuant to this Section 5, if necessary;

(ii)            Repay the balance of the Note in cash, including any and all accrued interest; or

(iii)           Any combination of subsections (i) and/or (ii), taking into account any shares continued to be held by the Lender pursuant to their Unsold Accounting;

provided, however, the balance of the Note (including interest) will be reduced by the total dollar amount of shares sold by the Lender held as under the Initial Share Tranche (as defined below) which will be documented per the Lender’s Sold Accounting (as defined below).

(b)                   To the extent any shares of Common Stock are issued to the Lender pursuant to the formula described in Section 5(a)(i) as a result of either Extension, then the Lender must sell those shares by the following Extension date, if those shares are issued upon the first Extension, or the Maturity Date, if those shares are issued upon the second Extension. If upon the Maturity Date, there remains an unpaid balance pursuant to the Note, the Company and Lender may enter into a Third Extension (as defined below) further described in Section 6(ii) herein. Lender shall provide the accounting from any sale of any Share Tranche to the Company no later than five (5) business days following the sale of any Share Tranche, or by an Extension or the Maturity Date if the date of sale of any Share Tranche is less than five (5) business days prior to an Extension or the Maturity Date (the “Sold Accounting”). Notwithstanding the above, if the Note has been repaid in full at the time of an Extension only, or any date preceding the Maturity Date, the Lender shall be entitled to continue to indefinitely hold shares pursuant to their Unsold Accounting (as defined below) issued pursuant to Section 5(a)(i) above. If the Note has been fully repaid in connection with the provisions above, the Note will terminate.

6.              Maturity. Upon the ultimate Maturity Date of this Note (and following any Extensions), the Company shall pay the remaining balance of the Note by any of the following (provided, however in the event the Note has been repaid in full on the Maturity Date and the Lender continues to hold shares pursuant to their Unsold Accounting (as defined below), the shares shall be returned to the Company):

(i)             Repay the balance of the Note in cash, including any and all accrued interest; or

(ii)            In the event the Company chooses not to repay the Note pursuant to subsection (i), and there is a remaining unpaid balance underlying the Loan following the two Extensions permitted under this Note, the Company and Lender may enter into a new unsecured promissory note for a period of one-hundred eighty (180) days from the Maturity Date (the “Third Extension”), on reasonable terms to be agreed upon by the Company and the Lender, of which shares of Common Stock will be issued to the Lender pursuant to the formula described in Section 5(a)(i) herein based on the then current outstanding amount of the Note as of the date of the Third Extension (including any and all accrued interest) after taking into account the reduced balance of the Note.

7.              Extension Accounting; Unsold Shares. At the time of any Extension, in the event the Company elects to issue shares of Common Stock to satisfy any outstanding balance of the Note, such shares of Common Stock shall be considered a “Share Tranche.” Lender shall also include in their accounting the amount of shares they continue to hold either as part of their Initial Share Tranche or their Share Tranche (the “Unsold Accounting”). On each Extension date and on the Maturity Date, the parties shall treat all shares held as pursuant to the Initial Share Tranche and the Share Tranche to be “sold” and to be ascribed a value based on the price the shares are issued at to the Lender.

8.              Settlement in Shares. The Company agrees, and Lender accepts, any shares of the Company issued to and sold by Lender, as consideration, dollar for dollar, that reduces the balance of the Note. Prior to the Effective Date, the Company has issued 316,616 shares of Common Stock to Lender as the first tranche (“Initial Share Tranche”) of Company shares saleable by Lender and any proceeds from the sale of Initial Share Tranche shall also reduce the balance of this Note. The Initial Share Tranche is in the process of being registered with the Securities and Exchange Commission on the Company’s Registration Statement on Form S-1 (File no. 333-284806) (the “Resale Registration Statement”). Any subsequent share issuances in a Share Tranche shall be treated identical to the Initial Share Tranche and shall be subject to Section 5 herein and will be registered by the Company on Form S-1 in due time after issuance.

9.              Seniority. This Note shall be considered subordinated indebtedness. The rights of the Lender pursuant to this Note are subject to and subordinate to all debts of the Company incurred prior to the Effective Date.

10.            Events of Default. The occurrence of any of the following shall constitute an “Event of Default” hereunder:

(a)            Failure to Pay. The Company shall fail to pay the outstanding Principal Amount and accrued interest on any date when due hereunder, and such failure continues for 10 business days after the Company’s receipt of written notice from the Lender or its representatives of such failure; or

(b)            Breaches of Covenants. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note and such failure shall continue for 10 business days after the Company’s receipt of written notice from the Lender or its representatives of such failure; or

(c)            Representations and Warranties. Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Company to the Lender in writing in connection with this Note, or as an inducement to the Lender to enter into this Note, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(d)            Voluntary Bankruptcy or Insolvency Proceedings. The Company (i) (1) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian for itself, or of all or a substantial part of its assets or property, (2) is unable, or admits in writing its inability, to pay its debts as they become due, (3) makes a general assignment for the benefit of its creditors, (4) becomes insolvent (as such term may be defined or interpreted pursuant to any applicable statute), or (5) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts pursuant to any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or

(e)            Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company, or the debts thereof pursuant to any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within 30 days of commencement.

11.            Transfer, Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. The Lender may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company. Any assignment made in violation of this Section shall be void ab initio.

12.            Expenses. The Lender is responsible for all cost of its due diligence, legal and other expenses related to the signing and enforcement of this Note.

13.            Indemnity. The Company agrees to promptly pay, indemnify and hold the Lender harmless from all state and federal taxes of any kind and other liabilities assessed against the Company with respect to or resulting from the execution and/or delivery of this Note.

14.            Costs of Collection. The Company agrees to pay all reasonable costs and expenses of collection incurred by the Lender, in addition to principal and interest (including, without limitation, reasonable attorneys’ fees and disbursements) and including all reasonable costs and expenses incurred in connection with the pursuit by the Lender of any of its rights or remedies referred to in this Note, whether or not suit on this Note is commenced, and all such reasonable costs and expenses shall be payable on demand, together with interest thereon.

15.            Governing Law/Venue/Jurisdiction/Wavier of Jury Trial. This Note and the rights and obligations of the Company and the Lender shall be governed by and interpreted in accordance with the law of the State of New York (without regard to any conflicts of law rule that would require the application of the law of any other jurisdiction). In any litigation in connection with or to enforce this Note or any endorsement or guaranty of this Note, the Company irrevocably consents to personal jurisdiction on the courts of the State of New York or the United States located within the State of New York and expressly waive any objections as to venue in any such courts. Nothing contained herein shall, however, prevent the Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. The parties irrevocably and voluntarily agree to waive any right to a trial by jury in respect of such claim.

16.            Waiver. The Company hereby expressly and unconditionally waives presentment, demand, protest, notice of protest or notice of any kind, including, without limitation, any notice of intention to accelerate and notice of acceleration, except as expressly provided herein, and in connection with any suit, action or proceeding brought by the Lender on this Note, any and every right it may have to (a) a trial by jury, (b) interpose any counterclaim therein (other than a counterclaim that can only be asserted in the suit, action or proceeding brought by the Lender on this Note and cannot be maintained in a separate action) and (c) have the same consolidated with any other or separate suit, action or proceeding.

17.            Severability. Wherever possible, each provision of this Note shall be interpreted insuch manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

18.            Counterparts. This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Note.

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IN WITNESS WHEREOF, the parties hereto have executed this Note as of the Effective Date.

[Signature Page to Unsecured Promissory Note]

Exhibit 10.2

THE NOTE (DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE NOTE DESCRIBED HEREIN. THE PURCHASE OF THE NOTE INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”), by and between ScanTech AI Systems Inc., a Delaware corporation (“PubCo”), and St. James Bank & Trust Co. Ltd. (the “Subscriber”), is executed as of April 25, 2025.

WHEREAS, on September 5, 2023, ScanTech Identification Beam Systems, LLC (“SIBS”) entered into a Business Combination Agreement (as amended, the “BCA”) with Mars Acquisition Corp., a Cayman Island exempted company (“Mars”), PubCo, and the other parties thereto (the “Transaction”).

WHEREAS, Lender is entering into a settlement and mutual release agreement (“Settlement Agreement”), side letter (“Side Letter”), and Unsecured Promissory Note (the “Note”), with SIBS, PubCo, NACS, LLC (“NACS”), John Redmond, and/or additional parties, each attached as Exhibits A, B, and C, respectively, to settle various agreements prior to or concurrent with the Transaction.

WHEREAS, pursuant to the Note, the PubCo may issue shares of its common stock to the Subscriber to pay down portions of the Note at an ascribed value per share of $9.87, as described in the Note.

WHEREAS, all defined terms not otherwise defined herein shall have the meanings ascribed to them in the Note.

NOW, THEREFORE, PubCo and Subscriber hereby agree as follows:

1.                   Subscription. PubCo agrees to issue the Note to the Subscriber, and the Subscriber hereby subscribes for the Note, pursuant to the terms of this Agreement. Pursuant to the terms of the Note, PubCo may issue shares of its Common Stock to pay the Subscriber amounts due it under the Note (such shares of Common Stock, the “Shares” and, together with the Note, the “Securities”).

2.                   Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to PubCo, as of the date hereof and as of the date of each Extension and the Maturity Date pursuant to which Shares are issued, as follows:(a)Subscriber is agreeing to purchase the Securities solely for Subscriber’s own account and for investment and not with a view toward the distribution thereof. Subscriber understands that the Securities for which Subscriber is subscribing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and therefore cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available. Subscriber acknowledges that because of the restrictions on the transferability of the Securities, the Subscriber must bear the economic risk of Subscriber’s investment in the Securities for an indefinite period of time.

(b)                Subscriber is familiar with the business and financial condition and operations of PubCo. Subscriber has had access to such information concerning PubCo and the Securities as the Subscriber deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities. Subscriber understands the risks associated with an investment in the Securities and is financially capable of bearing the economic risk of this investment and could afford the loss of the total amount of this investment.

(c)                Subscriber has all requisite authority (and in the case of an individual, the capacity) to purchase the Note, enter into this Agreement and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the Subscriber.

(d)                Subscriber presently qualifies as an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) or as a “sophisticated investor” having, either alone or together with its purchaser representative(s), such sufficient knowledge and experience with financial and business matters to enable Subscriber to evaluate the risks and merits of the investment in PubCo contemplated hereunder.

(e)                Subscriber: (i) does not have an overall commitment to investments that are not readily marketable that is disproportionate to its net worth, and its investment in the Securities will not cause such overall commitment to become excessive and (ii) has adequate net worth and means of providing for Subscriber’s current needs and personal contingencies to sustain a complete loss of Subscriber’s investment in the Securities and has no need for liquidity in Subscriber’s investment in the Securities.

(f)                 Subscriber is fully aware that the Securities are being issued and sold in reliance upon the exemption provided for by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated under the Securities Act, and similar exemptions provided under state securities laws on the grounds that no public offering is involved, and that the representations, warranties and agreements set forth in this Agreement are essential to the claiming of such exemptions.

(g)                Subscriber: (i) is purchasing the Securities with Subscriber’s own funds and not with the funds of any other person, firm or entity; (ii) is acquiring the Securities for Subscriber’s own account; and (iii) has no reason to anticipate a change in personal circumstances, financial or otherwise, that would cause Subscriber to sell or distribute, or necessitate or require any sale or distribution of, the Securities, and no other person, firm or entity has or will have any beneficial interest in the Securities.

(h)                Subscriber is a limited company organized under the laws of the Commonwealth of The Bahamas with its principal place of business in 1st Floor, Lyford Cay House, Lyford Cay, Nassau, Bahamas.

3.                   Covenants. The Subscriber and PubCo agree that in order for this Agreement to be legally binding as of the date hereof and as of each Extension, the Subscriber, PubCo, NACS, John Redmond, and SIBS have all entered or are concurrently entering into the Settlement Agreement, and SIBS, NACS, and John Redmond have all entered or are concurrently entering into the Side Letter.

4.                   Indemnification. Subscriber agrees to indemnify and hold harmless PubCo and its founders, managers, directors, officers, agents, attorneys, representatives and other members from any and all losses to any of them arising out of the breach of any of the agreements, representations or warranties set forth in this Agreement. All representations, warranties and agreements contained in this Agreement and the indemnification contained in this Section 4 shall survive the acceptance of this Agreement and the purchase and sale of the Securities.

5.                   Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

6.                   Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

7.                   Jurisdiction. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement. Each party hereto agrees that it must bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware.

8.                   Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement.

9.                   Binding Effect. Subscriber understands that this Agreement is binding on Subscriber, and any heirs, personal representatives, successors or assigns of Subscriber, and may not be canceled, revoked, transferred or assigned by Subscriber or by any of them.

10.               Counterparts. This Agreement may be executed in as many counterparts as there are parties to the Agreement (including by facsimile or other electronic transmission), all of which counterparts shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement, or caused this Agreement to be executed and delivered, as of the date first set forth above.

[Signature Page to Subscription Agreement]

EXHIBIT A

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

EXHIBIT B

SIDE LETTER

EXHIBIT C

UNSECURED PROMISSORY NOTE

Exhibit 10.3

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Agreement”), dated April 25 2025, is entered into by and among (i) ScanTech Identification Beam Systems, LLC, a Delaware limited liability company (“ScanTech”), (ii) ScanTech AI Systems, Inc., a Delaware corporation (“STAI”) (iii) St. James Bank and Trust Company Ltd., a Bahamas Limited Company (“SJBT”), (iv) NACS, LLC (“NACS”), and (v) John Redmond (“JR”), individually referred to as a “Party” and collectively referred to herein as the “Parties.”

RECITALS

A.            WHEREAS, on September 5, 2023, ScanTech entered into a Business Combination Agreement (as amended from time to time, the “BCA”) with Mars Acquisition Corp., a Cayman Island exempted company (“Mars”), STAI and the other parties thereto (the “Transaction”).

B.            WHEREAS, on January 2, 2025, the Transaction was consummated successfully, resulting in ScanTech becoming a wholly owned subsidiary of STAI.

C.            WHEREAS, prior to the BCA, SJBT, NACS, JR and ScanTech had entered into various lender, borrower, and repo agreements in which SJBT was a lender to NACS, JR and affiliates, and such monies were then on-lent to ScanTech (together, including the repo agreements, the “Original Loans”).

D.            WHEREAS, NACS and JR did not intend to include SJBT’s Original Loans in the conversion agreements signed by NACS, JR and its affiliates in connection with the business combination and as a result the Original Loans require final restructuring.

E.             In connection with such restructuring, the Parties now wish to settle and resolve all obligations and other claims arising from or related to the Original Loans upon the following terms:

AGREEMENT

In consideration of the following mutual promises, covenants and conditions, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.             Settled Claims. In connection with the restructuring and reorganization of ScanTech pursuant to the BCA, subject to the terms and conditions of this Agreement, SJBT hereby agrees to terminate the Original Loans at the effective date of this Agreement and to accept in lieu of and in exchange for the Original Loans, a subordinated term loan newly issued by STAI and release all Settled Claims (as defined below).

2.             Responsible Sales. SJBT agrees to sell its shares in a manner that is consistent with responsible trading practices, aiming to preserve the long-term value of the STAI common stock and to minimize any undue disruption to the market for said shares. SJBT shall take into account prevailing market conditions, including trading volumes and price movements, and shall encourage its designated brokers to conduct sales using execution methods that promote market stability, such as execution algorithms or other mechanisms designed to minimize volatility and integrate sales within normal market flows. SJBT shall at all times endeavor to avoid sales that would adversely affect the price of STAI common stock, particularly during periods of low liquidity or high market sensitivity. SJBT and STAI shall enter into a mutually agreed leak-out agreement.

3.             Attorneys’ Fees. Each Party agrees to bear its own attorneys’ fees and costs incurred in connection with the Settled Claims.

4.             Release by SJBT. SJBT, on behalf of itself, its affiliates, agents, securityholders, representatives, attorneys, advisors, employees, officers, managers, directors, partners, administrators, predecessors, successors, heirs and assigns, hereby fully and forever releases and discharges each of ScanTech, STAI, NACS, JR and Dolan Falconer and each of their affiliates (as defined in the BCA) from any and all claims, demands, rights, obligations, liabilities and causes of action, known or unknown, contingent or non-contingent, liquidated or unliquidated, matured, anticipated or unanticipated, in any way arising from or related to the Settled Claims, from the execution of the Original Loans to the date hereof, except for those claims arising from the breach of, or enforcement of, this Agreement. SJBT acknowledge that, to the extent not already terminated, the Original Loan shall be deemed terminated and shall be of no further force or effect.

5.             Release by ScanTech, STAI, NACS and JR. Each of ScanTech, STAI, NACS, and JR, on behalf of itself, its Affiliates, agents, securityholders, representatives, attorneys, advisors, employees, officers, managers, directors, partners, administrators, predecessors, successors, heirs and assigns, hereby fully and forever releases and discharges SJBT and each of its affiliates from any and all claims, demands, rights, obligations, liabilities and causes of action, known or unknown, contingent or non-contingent, liquidated or unliquidated, matured, anticipated or unanticipated, in any way arising from or related to the Settled Claims, except for those claims arising from the breach of, or enforcement of, this Agreement, from the beginning of time to the date hereof.

6.             Breach of Agreement Not Released. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed as releasing any claim arising from a breach of this Agreement, including, without limitation, any representations, warranties, or covenants herein, or any obligation created hereby

7.             Covenant Not to Sue. Each Party hereby covenants and promises never to assert, file, or make on its behalf, or on behalf of its parent corporations, subsidiary corporations, divisions, general and limited partnerships and limited liability companies, entities, affiliates, trusts, heirs, successors, assigns, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, shareholders, managers, members, partners, employees, and trustees, a lawsuit, action, charge, complaint, or other claim or proceeding in any court, arbitration, or other forum or tribunal whatsoever asserting any claim or demand against the other Party that is within the scope of the Settled Claims under this Agreement.

8.             Confidentiality. The Parties agree that they will not, at any time, without the express written consent of the other Party or Parties, communicate, disclose, or acknowledge the terms of this Settlement Agreement and Mutual Release, to any person or entity except: (i) as may be required to enforce the terms of this Agreement, or as may otherwise be required by law; (ii) as may be required in response to a subpoena or other discovery request, or otherwise required by any rule, statute, or court order; (iii) to the Parties’ respective attorneys, affiliates, investors, auditors, insurers, accountants, trustees, and/or financial advisors on a need-to-know basis only; and (iv) as may be requested or otherwise required by any potential acquirer, purchaser, or target in the course of due diligence or negotiations concerning the terms of any acquisition, merger, or sale of either party, provided first that the potential acquirer, purchaser, target, or similar party to such transaction shall execute a non-disclosure agreement safeguarding the confidentiality of this Agreement to substantially the same extent as provided for in this Paragraph.

9.             Binding on Successors and Assigns. Unless otherwise provided, this Agreement, and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereto shall be binding upon and shall inure to the benefit of the Parties and their respective predecessors, heirs, executors, administrators, representatives, successors, assignees, licensees, and transferees, whether by license, sale, merger, reverse merger, sale of stock, consolidation, insolvency, sale of assets, operation of law, or otherwise without limitation. No Party may transfer its respective rights or obligations under this Agreement to any third party without the prior written consent of the other Party, which may not be unreasonably withheld or delayed.

10.            No Assignment; Indemnity. Each Party warrants, covenants, and represents that as of the effective date of this Agreement it has not assigned, transferred, or conveyed, or purported to have assigned, transferred, or conveyed, to any person or entity, any of the Released Claims.

11.1         Each Party hereto has had a reasonable and sufficient opportunity to consult with independent counsel concerning the nature, scope, and effect of all the terms hereof. The Parties hereto acknowledge that they executed this Agreement freely and voluntarily and under no threat, menace, coercion or duress, whether economic or physical from any party. The Parties further acknowledge that they executed this Agreement acting on their independent judgment and/or upon the advice of their respective counsel, without any representation, express or implied, or any kind from any other party, except as specifically set forth herein.

11.2         The Parties agree that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing the Agreement in favor of or against any Party hereto but rather by construing the terms of this Agreement fairly and reasonably in accordance with their generally accepted meaning.

11.3         The Parties agree that they are making this Agreement solely for the purpose of resolving any disputes which exist as of or before the execution of this Agreement with respect to the settled claims as discussed in paragraph 1, and that neither the making of this Agreement nor the acceptance of the benefits of this Agreement shall be deemed admissions by any of the parties of any fact, matter, fault, wrong-doing or liability.

11.4         This Agreement may be executed in one or more counterparts and when executed, the facsimile copies of said counterpart shall constitute a single valid agreement. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.5         This Agreement constitutes the entire fully integrated written agreement between the Parties with respect to the subject matter of this Agreement, and may not be modified or waived except by a writing duly executed on behalf of the Party to be bound by such waiver or modification.

11.6         If any term, provision, covenant or condition of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, such decision shall not affect the validity of any remaining portion and the remainder shall stand in full force and effect and shall in no way be affected, impaired or invalidated.

11.7         This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of New York. The parties agree that the Delaware Court of Chancery shall retain jurisdiction to enforce the terms of this Agreement (and if such court lacks jurisdiction any other state of federal court located in the State of Delaware, and furthermore in any appellate court thereof. If any action or proceeding is brought for the enforcement of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party, reasonable attorneys’ fees and costs, court costs, and all expenses, incurred in connection with the action or proceeding, in addition to any other relief to which such Party or Parties may be entitled.

11.8         This Agreement shall be binding upon and inure to the benefit of the Parties hereto and of all officers, directors, agents, partners, successors, affiliates, franchisees, subsidiaries, assigns, heirs, beneficiaries, executors and administrators of any Party.

11.9         Each individual executing this Agreement on behalf of the Parties acknowledges that he or she has the requisite authority and capacity to execute this Agreement and bind his or her corporation or entity.

IN WITNESS WHEREOF, this Agreement is executed on the date set forth below.

Exhibit 10.4

THE SECURITIES (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

AMENDMENT TO AEGUS BRIDGE LOANS

This AMENDMENT TO AEGUS BRIDGE LOANS (this “Amendment”) is entered into as of April 28, 2025 (the “Effective Date”), by and between ScanTech AI Systems Inc., a Delaware corporation (the “Company”), and Aegus Corporation, a New Jersey corporation (the “Lender” or the “Subscriber”). The Company and the Lender are referred to each as a “Party” or together the “Parties” in this Agreement.

WHEREAS, the Lender and the Company entered into a bridge financing note with a principal amount of $260,000, including all interest accrued, in the form of the Promissory Note dated May 7, 2024 issued to the Lender (the “Bridge Note”).

WHEREAS, the Company and the Lender have agreed to terminate the Bridge Note in exchange for the issuance of the Securities (as defined below).

NOW, THEREFORE, the Company and the Lender hereby agree as follows:

1.                   Termination of the Bridge Note. As of the Effective Date, the Bridge Note is hereby terminated and all amounts owing or payable thereunder are deemed paid and satisfied in full, including the Principal Amount (as defined in the Bridge Note), all interest, and any fees, expenses, and other amounts.

2.                   Subscription. Pursuant to the terms of this Amendment, the Company agrees to issue to the Subscriber, and the Subscriber hereby subscribes from the Company for, (i) 260,000 shares of Common Stock of the Company, par value of $0.0001 per stock (the “Common Stock”) in exchange for the termination of the Bridge Note (the “Bridge Note Shares”), and (ii) 100,000 shares of Common Stock (the “Subsequent Registrable Shares” and together with the Bridge Note Shares, the “Securities”) upon approval by the board of directors of the Company of an appropriate reduction in Company debt to be completed on a best efforts basis by the Company but in any event no later than June 30, 2025.

3.                    Registration Rights.

(a)                The Bridge Note Shares shall be registered on amendment to the Company’s Registration Statement on Form S-1 (File No. 333-284806) initially filed on February 10, 2025 (the “February Registration Statement”) on a best efforts basis. The Company shall keep the February Registration Statement effective at all times until the Lender no longer holds the Bridge Note Shares.

(b)                Within a reasonable amount of time after the mutual agreement of the Company and the Lender to register for resale the Subsequent Registrable Shares (the “Resale Mutual Agreement”), the Company shall file with the Commission a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) providing for the resale of the Subsequent Registrable Shares held by the Lender (the “Subsequent Registration Statement”). The Company shall use commercially reasonable best efforts to cause the Subsequent Registration Statement to become effective within 90 calendar days after the Resale Mutual Agreement (or within 120 calendar days following the Resale Mutual Agreement in case of “full review” of such Subsequent Registration Statement by the Commission) and to keep the Subsequent Registration Statement effective at all times until the Lender no longer holds the Subsequent Registrable Shares.

4.                   Settlement, Release, and Related Matters.

(a)                Termination. The Parties hereby terminate the Bridge Note at the Effective Date and agrees to accept in lieu of and in exchange for the Bridge Note, the Securities (with respect to the Lender) and release all Settled Claims (with respect to all Parties). Such termination includes all principal and interest owed or owing under the Bridge Note and any other amounts due or that could be due under the Bridge Note. The Bridge Note and all amounts due thereunder are extinguished in their entirety. For purposes of this Agreement, “Settled Claims” means, with respect to a Party, all Claims released by that Party pursuant to Section 4(d). For purposes of this Agreement, “Claims” means any any and all actions, causes of action, claims, compensation, costs, damages, delay damages, demands, expenses, indebtedness, liabilities, liens, losses, obligations, rights of contribution, and rights of indemnity of every nature whatsoever, whether known, unknown, fixed, or contingent, that the releasing Party formerly owned or held, or currently owns or holds, or may by any means acquire in the future, that pertain to any events, actions, transactions, failures to act, occurrences, or circumstances in any way involving or relating to or arising out of, depending on, based in whole or in part on, or derivative of: (i) the facts or circumstances associated with the claims, counterclaims, crossclaims, third-party claims, defenses, and allegations asserted in any lawsuit; and (ii) any claims, counterclaims, crossclaims, third-party claims, defenses, and allegations that could have been asserted in the lawsuit.

(b)                Release of Collateral. Within 1 business day following the Effective Date, the Lender shall release or cause to be released any and all security interest in any and all collateral that secures the Bridge Note.

(c)                Scope of Release. The Parties expressly agree that the releases set forth in this Section 4 shall be construed, to the extent legally permissible, as broadly as possible to encompass all claims, rights, causes of action, and liabilities arising from or relating to the issues and matters described in this Agreement.

(d)                Mutual Release. As material inducement for, and in consideration of, this Agreement, each Party, for itself and its present, former, and future parent corporations, subsidiary corporations, divisions, general and limited partnerships, limited liability companies, affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, stockholders, managers, members, partners, employees, trustees, agents, and attorneys, hereby fully, finally, forever, and unconditionally release and discharge the other Parties and its present, former, and future parent corporations, subsidiary corporations, divisions, general and limited partnerships, limited liability companies, affiliates, trusts, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, stockholders, managers, members, partners, employees, trustees, agents, and attorneys to the fullest extent permitted by law, of and from any and all Claims arising under or related to the Bridge Note that could have been asserted in a lawsuit.

(e)                Attorneys’ Fees. Each Party agrees to bear its own attorneys’ fees and costs incurred in connection with the Settled Claims.

(f)                 Release by Lender. Lender agrees, on behalf of itself, its Affiliates, agents, securityholders, representatives, attorneys, advisors, employees, officers, managers, directors, partners, administrators, predecessors, successors, heirs and assigns, hereby fully and forever releases and discharges the Company, Dolan Falconer, Karl Brenza and the Company Directors and each of their Affiliates (from any and all claims, demands, rights, obligations, liabilities and causes of action, known or unknown, contingent or non-contingent, liquidated or unliquidated, matured, anticipated or unanticipated, in any way arising from or related to the Settled Claims, from the beginning of time to the date hereof, except for those claims arising from the breach of, or enforcement of, this Agreement. Lender acknowledges that, to the extent not already terminated, the Bridge Note and all amounts due thereunder shall be deemed terminated and shall be of no further force or effect. For purpose of this Agreement, “Affiliates” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. For purposes of this Agreement, “Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust, or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof. For purposes of this Agreement, “Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise; and “Controlled,” “Controlling,” and “under common Control with” have correlative meanings.

(g)                Release by the Company. The Company, on behalf of itself, its Affiliates, agents, securityholders, representatives, attorneys, advisors, employees, officers, managers, directors, partners, administrators, predecessors, successors, heirs and assigns, hereby fully and forever releases and discharges the Lender and each of its Affiliates from any and all claims, demands, rights, obligations, liabilities and causes of action, known or unknown, contingent or non-contingent, liquidated or unliquidated, matured, anticipated or unanticipated, in any way arising from or related to the Settled Claims, from the beginning of time to the date hereof, except for those claims arising from the breach of, or enforcement of, this Agreement.

(h)                Breach of Agreement Not Released. Notwithstanding any other provision of this Agreement, this Agreement shall not be construed as releasing any claim arising from a breach of this Agreement, including, without limitation, any representations, warranties, or covenants herein, or any obligation created hereby.

(i)                 Covenant Not to Sue. Each Party hereby covenants and promises never to assert, file, or make on its behalf, or on behalf of its parent corporations, subsidiary corporations, divisions, general and limited partnerships and limited liability companies, entities, Affiliates, trusts, heirs, successors, assigns, representatives, agents, and attorneys, and their respective present, former, and future directors, officers, stockholders, managers, members, partners, employees, and trustees, a lawsuit, action, charge, complaint, or other claim or proceeding in any court, arbitration, or other forum or tribunal whatsoever asserting any claim or demand against the other Party that is within the scope of the Settled Claims under this Agreement.

(j)                 Indemnification for Settled Claims. If a third person claimant makes or institutes any Settled Claim against a Party because of any purported or actual assignment, subrogation or transfer of that Settled Claim from any party hereto, such Party shall indemnify, defend, and hold harmless the other Party against that Settled Claim and shall pay and satisfy that Settled Claim provided it is a bona fide claim, including necessary and reasonable expenses of investigation and attorneys’ fees and costs.

(k)                Complete Authority. Each Party further warrants, covenants, and represents that it has the sole, exclusive, and complete right and authority to pursue its respective Settled Claims and to enter into this Agreement resolving its respective Settled Claims.

(l)                 No Assignment. Each Party warrants, covenants, and represents that as of the Effective Date it has not assigned, transferred, or conveyed, or purported to have assigned, transferred, or conveyed, to any person or entity, any of the Settled Claims.

5.                   Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to Company, as of the Effective Date, as follows:(a)Subscriber is agreeing to purchase the Securities solely for Subscriber’s own account and for investment and not with a view toward the distribution thereof. Subscriber understands that the Securities for which Subscriber is subscribing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and therefore cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available. The Subscriber acknowledges that because of the restrictions on the transferability of the Securities, the Subscriber must bear the economic risk of Subscriber’s investment in the Securities for an indefinite period of time.

(b)                Subscriber is familiar with the business and financial condition and operations of Company. Subscriber has had access to such information concerning Company and the Securities as the Subscriber deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities. Subscriber understands the risks associated with an investment in the Securities and is financially capable of bearing the economic risk of this investment and could afford the loss of the total amount of this investment.

(c)                Subscriber has all requisite authority to purchase the Securities, enter into this Amendment and to perform all the obligations required to be performed by the undersigned hereunder, and such purchase will not contravene any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the Subscriber.

(d)                Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act), with such sufficient knowledge and experience with financial and business matters to enable Subscriber to evaluate the risks and merits of the investment in Company contemplated hereunder.

(e)                Subscriber: (i) does not have an overall commitment to investments that are not readily marketable that is disproportionate to its net worth, and its investment in the Securities will not cause such overall commitment to become excessive and (ii) has adequate net worth and means of providing for Subscriber’s current needs and personal contingencies to sustain a complete loss of Subscriber’s investment in the Securities and has no need for liquidity in Subscriber’s investment in the Securities.

(f)                 Subscriber is fully aware that the Securities are being issued and sold in reliance upon the exemption provided for by, among others as applicable, Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated under the Securities Act, and similar exemptions provided under state securities laws on the grounds that no public offering is involved, and that the representations, warranties and agreements set forth in this Amendment are essential to the claiming of such exemptions.

(g)                Subscriber: (i) is purchasing the Securities with Subscriber’s own funds and not with the funds of any other person, firm or entity; (ii) is acquiring the Securities for Subscriber’s own account; and (iii) has no reason to anticipate a change in personal circumstances, financial or otherwise, that would cause Subscriber to sell or distribute, or necessitate or require any sale or distribution of, the Securities, and no other person, firm or entity has or will have any beneficial interest in the Securities.

(h)                Subscriber is a corporation organized under the laws of the State of New Jersey with its principal place of business in 2 Hamilton Drive, Florham Park, NJ 07932.

6.                   Indemnification. Subscriber agrees to indemnify and hold harmless Company and its founders, managers, directors, officers, agents, attorneys, representatives and other members from any and all losses to any of them arising out of the breach of any of the agreements, representations or warranties set forth in this Amendment. All representations, warranties and agreements contained in this Amendment and the indemnification contained in this Section 6 shall survive the acceptance of this Amendment and the purchase and sale of the Securities.

7.                   Severability. In the event that any provision of this Amendment or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Amendment will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Amendment with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.                   Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

9.                   Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Amendment or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the State of New York or the courts of the State of New York, and each party subjects to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

10.                  Headings. The section headings contained in this Amendment are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Amendment.

11.                 Binding Effect. Subscriber understands that this Amendment is binding on Subscriber, and any heirs, personal representatives, successors or assigns of Subscriber, and may not be canceled, revoked, transferred or assigned by Subscriber or by any of them.

12.                  Counterparts. This Amendment may be executed in as many counterparts as there are parties to the Amendment (including by facsimile or other electronic transmission), all of which counterparts shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

(Signature page follows)

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment, or caused this Amendment to be executed and delivered, as of the Effective Date.

[Signature Page to Amendment to Bridge Loans (Aegus)]