0001213900-14-005945 Sample Contracts

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • August 14th, 2014 • Chart Acquisition Group LLC • Blank checks • New York

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of September [●], 2014, 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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AMENDED AND RESTATED ESCROW AGREEMENT
Escrow Agreement • August 14th, 2014 • Chart Acquisition Group LLC • Blank checks • New York

AMENDED AND RESTATED ESCROW AGREEMENT, dated as of September [●], 2014 (“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).

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