0001213900-12-000550 Sample Contracts

UNIT SUBSCRIPTION AGREEMENT
Unit Subscription Agreement • February 10th, 2012 • Chart Acquisition Corp. • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of January, 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 Joseph Wright, an individual with a business address at c/o Chart Acquisition Group LLC, 75 Rockefeller Center, 14th Floor, New York, New York 10019 (“Subscriber”).

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10,000,000 Units CHART ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • February 10th, 2012 • Chart Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT
Amended and Restated Unit Subscription Agreement • February 10th, 2012 • Chart Acquisition Corp. • Blank checks • New York

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of January, 2012, amends and restates in its entirety that certain Unit Subscription Agreement dated as of the 11th day of October, 2011, 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.

AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT
Amended and Restated Unit Subscription Agreement • February 10th, 2012 • Chart Acquisition Corp. • Blank checks • New York

This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of January, 2012, and amends and restates in its entirety that certain Unit Subscription Agreement, dated as of the 11th day of October, 2011, 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.

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