THIRD AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 12th, 2015 • Chart Acquisition Corp. • Blank checks • New York
THIS THIRD AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of June 11, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Chart Acquisition Corp. C/o Chart Acquisition Group LLC 75 Rockefeller Center, 14th Floor New York, New York, 10019Securities Subscription Agreement • October 13th, 2011 • Chart Acquisition Corp. • New York
We are pleased to accept the offer Chart Acquisition Group LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Chart Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2012, by and between CHART ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 30th, 2012 • Chart Acquisition Corp. • Blank checks • New York
This THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of November, 2012, amends and restates in its entirety that certain Unit Subscription Agreement dated as of the 11th day of October, 2011, as amended and restated on January 19, 2012 and July 11, 2012 among Chart Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o Chart Acquisition Group LLC, 75 Rockefeller Center, 14th Floor, New York, New York 10019 and Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Subscriber”), having its principal place of business at c/o Ramius Advisors, LLC, 599 Lexington Avenue, 27th Floor, New York, NY 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of December 13, 2012, by and between Chart Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2012, is made and entered into by and among each of Chart Acquisition Corp., a Delaware corporation (the “Company”), Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Cowen”) and the other undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
7,500,000 Units CHART ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
The undersigned, Chart Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank”), Cowen and Company, LLC (“Cowen”, and together with Deutsche Bank, “you” or the “Representatives”) and the other underwriters named on Schedule A hereto for which you are acting as representatives (Deutsche Bank, Cowen and such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), including without limitation as follows:
EXHIBIT D REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2015 • Chart Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July [●], 2015, by and among Tempus Applied Solutions Holdings, Inc., a Delaware corporation (the “Company”), each Person listed on Schedule I attached hereto (the “Initial Investors” and, together with any Additional Investors, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2012 • Chart Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2012, is made and entered into by and among each of Chart Acquisition Corp., a Delaware corporation (the “Company”), Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Cowen”) and the other undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
This THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of November, 2012, and amends and restates in its entirety that certain Unit Subscription Agreement, dated as of the 11th day of October, 2011 as amended and restated on January 19, 2012 and July 11, 2012, among Chart Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o Chart Acquisition Group LLC, 75 Rockefeller Center, 14th Floor, New York, New York 10019 and Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), having its principal place of business at 75 Rockefeller Center, 14th Floor, New York, New York 10019.
December 13, 2012Underwriting Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Chart Acquisition Corp., a Delaware corporation (the “Company”), Deutsche Bank Securities, Inc. and Cowen and Company, LLC, as the representatives of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 7,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering shall be listed on the Nasdaq Capital Market pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragrap
June 11, 2015Letter Agreement • June 12th, 2015 • Chart Acquisition Corp. • Blank checks • New York
This third amended and restated letter agreement (“Letter Agreement”) amends and restates that certain second amended and restated Letter Agreement, dated as of March 11, 2015 (the “Original Letter Agreement”) by and among Chart Acquisition Corp., a Delaware corporation (the “Company”), Deutsche Bank Securities, Inc. and Cowen and Company, LLC, as the representatives of the underwriters (the “Underwriters”) and the Insiders (as defined below). The Original Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between the Company and the Underwriters, relating to the Company’s underwritten initial public offering (the “Offering”), of 7,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering have been l
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 13, 2012, is made and entered into by and among each of Chart Acquisition Corp., a Delaware corporation (the “Company”), Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), Cowen Overseas Investment LP, a Cayman Islands limited partnership (“Cowen”) and the other undersigned parties listed under Holders on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Chart Acquisition Corp. • Blank checks • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the “Company”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (“Chart Financing Sub”, and together with the Company, Chart, Tempus and PubCo, the “Merger Parties”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
THIRD AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • June 19th, 2015 • Chart Acquisition Corp. • Blank checks • New York
THIRD AMENDED AND RESTATED ESCROW AGREEMENT, dated as of June 19, 2015 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Investments LLC (“Cowen Investments,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 13th, 2015 • Chart Acquisition Corp. • Blank checks • New York
This second amended and restated investment management trust agreement (“Agreement”) is made as of March 11, 2015, by and between Chart Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
CHART ACQUISITION CORP.Administrative Services Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [_____________], 2015 by each of John G. Gulbin, III, an individual residing in the State of South Carolina (“Gulbin”), and Tempus Intermediate Holdings, LLC, a Delaware limited liability company (“Tempus Jets”, and together with Gulbin, the “Subject Parties”), in favor of and for the benefit of Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”), Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”), and each of their respective present and future successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Certain capitalized terms used in this Agreement are defined in Section 7(l) below.
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Chart Acquisition Corp. • Blank checks • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the “Company”, and together with Chart, Tempus and PubCo, the “Merger Parties”), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (“Purchaser” and, together with the Merger Parties, the “Parties”), with reference to the following facts:
THIRD AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2015 • Chart Acquisition Corp. • Blank checks • New York
This third amended and restated investment management trust agreement (“Agreement”) is made as of June 11, 2015, by and between Chart Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • September 12th, 2014 • Chart Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED ESCROW AGREEMENT, dated as of September 12, 2014 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Overseas Investment LP (“Cowen Overseas,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
7,500,000 Units CHART ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2012 • Chart Acquisition Corp. • Blank checks • New York
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2015 • Chart Acquisition Corp. • Blank checks
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made and entered into as of June 10, 2015 by and among: (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”); (ii) each of the Persons set forth on Annex A to the Merger Agreement (as defined below) (the “Members”, and, together with the Company, the “Seller Parties”)”; (iii) Benjamin Scott Terry and John G. Gulbin III, together in their capacity as Members’ Representative solely for purposes specified in the Merger Agreement (the “Members’ Representative”); (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”); (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”); (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs”); (viii) Chart Financing Sub Inc., a Delaware corporation (“P
TERMINATION AGREEMENTTermination Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks • Delaware
This TERMINATION AGREEMENT is made and entered into as of January 5, 2015 (this “Agreement”), by and among (i) Chart Acquisition Corp. (“Chart”), (ii) The Tempus Group Holdings, LLC, (“Buyer”), (iii) Tempus Intermediate Holdings, LLC (“TIH”), (iv) each of the members of TIH signatory hereto (the “Members”), (v) Benjamin Scott Terry and John G. Gulbin III, as the Members’ Representative (as defined in the Purchase Agreement (as defined below)) (the “Members’ Representative”), (vi) Chart Acquisition Group LLC, Mr. Joseph Wright and Cowen Overseas Investment LP, as the Warrant Offerors (as defined in the Purchase Agreement) (the “Warrant Offerors”), and (vii) Chart Acquisition Group, LLC, The Chart Group, L.P., Christopher D. Brady, Joseph Wright and Cowen Overseas Investment LP, as the Stockholders (as defined in the Stockholder Agreement (as defined below)) (the “Stockholders”).
SUPPORTING STOCKHOLDER AGREEMENTSupporting Stockholder Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks
This SUPPORTING STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of January 5, 2015, by and among (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”), (ii) Benjamin Scott Terry and John G. Gulbin, III in their capacities as the Members’ Representative on behalf of the Members (as defined below) in accordance with the Merger Agreement (as defined below) (the “Members’ Representative”), and (iii) Chart Acquisition Group LLC, The Chart Group, L.P., Christopher D. Brady, Joseph Wright and Cowen Investments LLC (each a “Stockholder”, and collectively, the “Stockholders”). The Company, the Members’ Representative and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2015 • Chart Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of June 10, 2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation (the “Company”), (ii) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (iii) Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), (iv) Cowen Investments LLC (as assignee of the Common Stock of Cowen Overseas Investment LP) (“Cowen”) and (v) certain of the other persons or entities described as Holders in the Registration Rights Agreement (as defined below) and named on the signature pages hereto who have executed this First Amendment. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (and if such term is not defined in the Registration Rights Agreement, then the Merger Agreement (as defined below)).
ESCROW AGREEMENTEscrow Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of [ ], 2012 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Overseas Investment LP (“Cowen Overseas,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
EQUITY TRANSFER AND ACQUISITION AGREEMENT dated as of July 15, 2014 by and among THE TEMPUS GROUP HOLDINGS, LLC, TEMPUS INTERMEDIATE HOLDINGS, LLC, MEMBERS, MEMBERS’ REPRESENTATIVE, (solely for purposes of Sections 1.3, 6.3, 6.5, 6.7, 6.11, 6.20, 6.21...Equity Transfer and Acquisition Agreement • July 16th, 2014 • Chart Acquisition Corp. • Blank checks • Delaware
This SUPPORTING STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of July 15, 2014, by and among Tempus Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), each of the Persons set forth on Annex A (the “Members”), and Chart Acquisition Group LLC, The Chart Group, L.P., Christopher D. Brady, Joseph Wright and Cowen Overseas Investment LP (each a “Stockholder”, and collectively, the “Stockholders”). The Company, the Members and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
SUPPORTING STOCKHOLDER AGREEMENTSupporting Stockholder Agreement • July 16th, 2014 • Chart Acquisition Corp. • Blank checks
This SUPPORTING STOCKHOLDER AGREEMENT (this “Agreement”) is entered into as of July 15, 2014, by and among Tempus Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), each of the Persons set forth on Annex A (the “Members”), and Chart Acquisition Group LLC, The Chart Group, L.P., Christopher D. Brady, Joseph Wright and Cowen Overseas Investment LP (each a “Stockholder”, and collectively, the “Stockholders”). The Company, the Members and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 13th, 2015 • Chart Acquisition Corp. • Blank checks • New York
SECOND AMENDED AND RESTATED ESCROW AGREEMENT, dated as of March 11, 2015 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Investments LLLC (“Cowen Investments,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
ESCROW AGREEMENTEscrow Agreement • November 30th, 2012 • Chart Acquisition Corp. • Blank checks • New York
ESCROW AGREEMENT, dated as of [ ], 2012 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Overseas Investment LP (“CowenOverseas,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
CHART ACQUISITION CORP.Administrative Services Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks
7,500,000 Units CHART ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
The undersigned, Chart Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Deutsche Bank Securities Inc. (“Deutsche Bank”), Cowen and Company, LLC (“Cowen”, and together with Deutsche Bank, “you” or the “Representatives”) and the other underwriters named on Schedule A hereto for which you are acting as representatives (Deutsche Bank, Cowen and such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), with Deutsche Bank acting as the qualified independent underwriter (the “QIU”), including without limitation as follows:
AGREEMENT AND PLAN OF MERGER dated as of January 5, 2015 by and among TEMPUS APPLIED SOLUTIONS, LLC, THE MEMBERS, Members’ Representative, (solely for purposes of Sections 1.15, 1.16, 6.3, 6.5, 6.7, 6.11, 6.20, 6.21 and 8.7 and Articles II, IX, X, XI...Merger Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 5th day of January, 2015, by and among (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”); (ii) each of the Persons set forth on Annex A (the “Members”, and, together with the Company, the “Seller Parties”); (iii) Benjamin Scott Terry and John G. Gulbin III, as Members’ Representative, solely for purposes of Sections 1.15, 1.16, 6.3, 6.5, 6.7, 6.11, 6.20, 6.21 and 8.7 and Articles II, IX, X, XI and XII or as otherwise expressly set forth in this Agreement; (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”); (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”); (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs”, and together with Parent and Pubco, the “Parent Parties”); (vii
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2015 • Chart Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of March 20, 2015 by and among: (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”); (ii) each of the Persons set forth on Annex A to the Merger Agreement (as defined below) (the “Members”, and, together with the Company, the “Seller Parties”); (iii) Benjamin Scott Terry and John G. Gulbin III, together in their capacity as Members’ Representative solely for purposes specified in the Merger Agreement (the “Members’ Representative”); (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”); (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”); (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs”); (viii) Chart Acquisition Group LLC, in its capacity as the represen
