WARRANT AGREEMENTWarrant Agreement • December 19th, 2012 • Chart Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 13, 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 • 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.
December 13, 2012Letter 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
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:
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”).
CHART ACQUISITION CORP.Chart Acquisition Corp. • December 19th, 2012 • Blank checks • New York
