REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 31, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2015, by and among Tempus Applied Solutions Holdings, Inc., a company organized under the laws of the State of Delaware (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Delaware
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of January 5, 2015 (as amended, including by the First Amendment to Agreement and Plan of Merger, dated as of March 20, 2015, the Second Amendment to Agreement and Plan of Merger, dated as of June 10, 2015, and the Third Amendment to Agreement and Plan of Merger, dated effective as of July 15, 2015, the “Merger Agreement”), by and among the Company, the members of the Company identified therein prior to giving effect to the Transactions (as defined below), including Gulbin (the “Members”), the Members’ Representative named therein, Chart Acquisition Corp., a Delaware corporation (“Chart”), Pubco, Chart Merger Sub Inc., a Delaware corporation (“Chart Merger Sub”), TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”), Chart Financing Sub Inc., a Delaware corporation (“Chart Financing Sub”), TAS Financing Sub Inc., a Delaware corporation (“Company Merger Sub”), Chart Acquisition Group, LLC
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into as of July 31, 2015 (the “Effective Date”), by and between Tempus Applied Solutions Holdings, Inc., a corporation organized under the laws of the State of Delaware (collectively with its subsidiaries and affiliates to the extent reasonably applicable in the discretion of the Board (as defined below), the “Company”), and R. Lee Priest, Jr. (the “Executive”). The Company agrees to employ Executive and Executive hereby accepts employment with the Company as of the date hereof upon the terms and conditions set forth below.
July 30, 2015Warrant Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of July 31, 2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation (the “Company”), (ii) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (iii) Chart Acquisition Group LLC, a Delaware limited liability company (“Sponsor”), (iv) Cowen Investments LLC (as assignee of the Common Stock of Cowen Overseas Investment LP) (“Cowen”) and (v) certain of the other persons or entities described as Holders in the Registration Rights Agreement (as defined below) and named on the signature pages hereto who have executed this Second Amendment. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (and if such term is not defined in the Registration Rights Agreement, then the Merger Agreement (as defined below)).
