REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July [●], 2015, by and among Tempus Applied Solutions Holdings, Inc., a Delaware corporation (the “Company”), each Person listed on Schedule I attached hereto (the “Initial Investors” and, together with any Additional Investors, the “Investors”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the “Company”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (“Chart Financing Sub”, and together with the Company, Chart, Tempus and PubCo, the “Merger Parties”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the “Company”, and together with Chart, Tempus and PubCo, the “Merger Parties”), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (“Purchaser” and, together with the Merger Parties, the “Parties”), with reference to the following facts:
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made and entered into as of June 10, 2015 by and among: (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”); (ii) each of the Persons set forth on Annex A to the Merger Agreement (as defined below) (the “Members”, and, together with the Company, the “Seller Parties”)”; (iii) Benjamin Scott Terry and John G. Gulbin III, together in their capacity as Members’ Representative solely for purposes specified in the Merger Agreement (the “Members’ Representative”); (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”); (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”); (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs”); (viii) Chart Financing Sub Inc., a Delaware corporation (“P
OPERATING AGREEMENT of Tempus Applied Solutions, LLCOperating Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
THIS OPERATING AGREEMENT, made as of December 5, 2014 by Benjamin Scott Terry, an individual residing in the Commonwealth of Virginia, John G. Gulbin, III, an individual residing in the State of South Carolina, Robert Lee Priest, Jr., an individual residing in the Commonwealth of Virginia, Early Ventures, LLC, a South Carolina limited liability company, and Joshua Paul Allen, an individual residing in the state of Arizona (collectively “Members”), recites and provides as follows:
