REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of October 6, 2017 (the “Execution Date”), is entered into by and between Tempus Applied Solutions Holdings, Inc., a Delaware corporation with its principal executive office at 471 McLaws Circle, Suite A, Williamsburg, Virginia 23185, (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the “Investor”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • October 10th, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Nevada
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of October 6, 2017 (the “Execution Date”), is entered into by and between Tempus Applied Solutions Holdings, Inc., a Delaware corporation with its principal executive office at 471 McLaws Circle, Suite A, Williamsburg, Virginia 23185, and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753 (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 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 • May 22nd, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 28, 2017, by and between TEMPUS APPLIED SOLUTIONS HOLDINGS, INC., a Delaware corporation (the “Company”), and SANTIAGO BUSINESS CO. INTERNATIONAL LTD. (the “Purchaser”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2015, by and among Tempus Applied Solutions Holdings, Inc., a company organized under the laws of the State of Delaware (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
NOTENote • January 9th, 2015 • Tempus Applied Solutions Holdings, Inc. • Blank checks • Virginia
FOR VALUE RECEIVED, the undersigned (the “Borrower”), promises to pay to the order of ROBERT LEE PRIEST JR., a Virginia resident whose primary resident is at 4285 Beamers Ridge, Williamsburg, Virginia 23188 (the “Lender”), at such place as Lender may direct from time to time in writing, the principal sum of FOUR HUNDRED EIGHTY NINE THOUSAND EIGHT HUNDRED NINETY NINE AND 00/100 DOLLARS ($489,899.00), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest thereon at the rate or rates per annum designated herein computed on the basis of a 366-366-day year for the actual number of days in each interest period.
VENDOR AGREEMENTVendor Agreement • November 28th, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services
This vendor agreement is dated 1st of July, 2017, and is between TEMPUS APPLIED SOLUTIONS HOLDINGS, INC. (“Company”), and SANTIAGO BUSINESS CO., INTERNATIONAL LTD., a limited company registered in British Virgin Islands (“Vendor”). This Agreement will supersede any previous Agreements.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of January 1, 2017 (the “Effective Date”), by and among Jackson River Aviation, LLC, a Nevada limited liability company (“Buyer”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Seller”), and, for the limited purposes set forth herein, Benjamin Scott Terry (“Terry”), an affiliate of Buyer, and Tempus Jets, Inc., a Delaware corporation (the “Company”). Buyer, Seller, Terry and the Company are each a “Party” to this Agreement and are sometimes referred to hereinafter as the “Parties.”
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of January 5, 2015 (as amended, including by the First Amendment to Agreement and Plan of Merger, dated as of March 20, 2015, the Second Amendment to Agreement and Plan of Merger, dated as of June 10, 2015, and the Third Amendment to Agreement and Plan of Merger, dated effective as of July 15, 2015, the “Merger Agreement”), by and among the Company, the members of the Company identified therein prior to giving effect to the Transactions (as defined below), including Gulbin (the “Members”), the Members’ Representative named therein, Chart Acquisition Corp., a Delaware corporation (“Chart”), Pubco, Chart Merger Sub Inc., a Delaware corporation (“Chart Merger Sub”), TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”), Chart Financing Sub Inc., a Delaware corporation (“Chart Financing Sub”), TAS Financing Sub Inc., a Delaware corporation (“Company Merger Sub”), Chart Acquisition Group, LLC
October 18, 2016Investment Banking Agreement • October 20th, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Virginia
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • 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:
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into as of July 31, 2015 (the “Effective Date”), by and between Tempus Applied Solutions Holdings, Inc., a corporation organized under the laws of the State of Delaware (collectively with its subsidiaries and affiliates to the extent reasonably applicable in the discretion of the Board (as defined below), the “Company”), and R. Lee Priest, Jr. (the “Executive”). The Company agrees to employ Executive and Executive hereby accepts employment with the Company as of the date hereof upon the terms and conditions set forth below.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
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
ADDENDUM TO AIRCRAFT PURCHASE AGREEMENTAircraft Purchase Agreement • March 9th, 2018 • Tempus Applied Solutions Holdings, Inc. • Transportation services
In consideration of the mutual benefits to be conferred, Tempus Applied Solutions Holdings, Inc. (“TEMPUS”) and ME Aviation Services, LLC (“ME”) agree that the Aircraft Purchase Agreement dated August 11, 2017 (the “APA”) is hereby modified as follows:
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of August 14, 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 (“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 Third Amendment. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
July 30, 2015Warrant Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2016 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Virginia
This Stock Purchase Agreement (the “Agreement") is made and entered into as of 11 March, 2016, by and between Tempus Applied Solutions Holdings, Inc., a Delaware corporation ("Buyer"), and B. Scott Terry, an individual and a resident of the State of Virginia (“Seller") and, for the limited purposes set forth herein, Jackson River Aviation, LLC, with respect to the common stock of Tempus Jets, Inc., a Delaware corporation (the "Company"). Buyer and Seller are each a “Party” to this Agreement and are sometimes referred to hereinafter as the "Parties."
FIRST AMENDMENT TO PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • July 16th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS FIRST AMENDMENT TO PURCHASE AND EXCHANGE AGREMEENT (this “Amendment”) is made and entered into as of July [__], 2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation (“Chart”); (ii) Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”); (iii) TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the “Company”); (iv) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”); (v) 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 (vi) [INVESTOR] (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of July 31, 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 Second 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)).
OPERATING AGREEMENT of Tempus Applied Solutions, LLCOperating Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
THIS OPERATING AGREEMENT, made as of December 5, 2014 by Benjamin Scott Terry, an individual residing in the Commonwealth of Virginia, John G. Gulbin, III, an individual residing in the State of South Carolina, Robert Lee Priest, Jr., an individual residing in the Commonwealth of Virginia, Early Ventures, LLC, a South Carolina limited liability company, and Joshua Paul Allen, an individual residing in the state of Arizona (collectively “Members”), recites and provides as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Securities Purchase Agreement (this “Agreement”) is entered into as of the 14th day of August, 2015, by and among Tempus Applied Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto and set forth on Exhibit A hereto (each, in its capacity as an investor hereunder, and not in any other capacity, an “Investor” and, collectively, the “Investors”), with reference to the following facts:
AIRCRAFT PURCHASE AGREEMENT Dated as of the 11 day of August, 2017 between ME Aviation Services, LLC as Seller, and Tempus Applied Solutions Holdings, Inc. as Purchaser, concerning six (6) Lockheed Corporation model L-1011 Tristar aircraft bearing...Aircraft Purchase Agreement • November 28th, 2017 • Tempus Applied Solutions Holdings, Inc. • Transportation services
