WARRANT AGREEMENTWarrant Agreement • November 20th, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 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.
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”).
Chart Acquisition Corp. 75 Rockefeller Center, 14th Floor New York, New York 10019 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005 Cowen and Company, LLC 599 Lexington Avenue New York, New York10022 Re: Initial Public...Letter Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
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:
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTThird Amended and Restated Unit 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, 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.
SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTSecond Amended and Restated Unit Subscription Agreement • November 20th, 2012 • Chart Acquisition Corp. • Blank checks • New York
This SECOND AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of November, 2012, and amends and restates in its entirely that certain Unit Subscription Agreement, dated as of January 19, 2012 and amended on 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 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”).
THIRD AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTThird Amended and Restated Unit 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.
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).
