0001213900-12-000973 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2012, 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”).

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INDEMNITY AGREEMENT
Indemnity 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks • New York

This investment management trust agreement (“Agreement”) is made as of [●], 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.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 6th, 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”).

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Chart Acquisition Corp. 75 Rockefeller Center, 14th Floor New York, New York 10019 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks
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CHART ACQUISITION CORP.
Administrative Services Agreement • March 6th, 2012 • Chart Acquisition Corp. • Blank checks
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