Exhibit 10.1


 


THIRD AMENDED AND RESTATED INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This third amended
and restated investment management trust agreement (“Agreement”) is made as of June 11, 2015, 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.


 


WHEREAS, the
Company’s initial registration statement, as amended, on Form S-1, No. 333-177280 (the “Registration Statement”),
for its initial public offering of securities (the “IPO”) has been declared effective as of December 13, 2012
by the Securities and Exchange Commission (the “Commission”);


 


WHEREAS, Deutsche
Bank Securities, Inc. and Cowen and Company, LLC are acting as the representatives of the underwriters in the IPO (the “Underwriters”)
pursuant to an underwriting agreement (the “Underwriting Agreement”);


 


WHEREAS, simultaneously
with the IPO, Chart Acquisition Group LLC, a Delaware limited liability company, purchased an aggregate of 231,250 placement units
(“Placement Units”) for an aggregate purchase price of $2,312,500.  Each Placement Unit consists of
one share of Common Stock (as defined below) and one warrant to purchase one share of Common Stock;


 


WHEREAS, simultaneously
with the IPO, Joseph Wright purchased an aggregate of 12,500 Placement Units for an aggregate purchase price of $125,000;


 


WHEREAS, simultaneously
with the IPO, Cowen Overseas Investment LP, a Cayman Islands limited partnership and an affiliate of Cowen and Company, LLC, purchased
an aggregate of 131,250 Placement Units for an aggregate purchase price of $1,312,500;


 


WHEREAS, as
described in the Registration Statement, and in accordance with the Company’s Certificate of Incorporation, (as amended,
the “Certificate of Incorporation”), $75,000,000 of the gross proceeds of the IPO and sale of the Placement
Units were previously delivered to the Trustee to be deposited and held in a trust account (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share (the “Common
Stock”), issued in the IPO (the aggregate amount to be delivered to the Trustee will be referred to herein as the “Property,”
the common stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”), pursuant to
the investment management trust agreement as of December 13, 2012 (the “Original Agreement”);


 


WHEREAS, pursuant
to certain provisions in the Company’s Certificate of Incorporation, the Public Stockholders may, regardless of how such
stockholder votes in connection with the Company’s initial acquisition, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”),
demand the Company redeem such Public Stockholder’s Common Stock into cash or redeem such Common Stock pursuant to a tender
offer pursuant to the Rule 13e-4 and Regulation 14E of the Commission, as applicable and based upon the Company’s choice
of proceeding under the proxy rules or tender offer rules, each as promulgated by the Commission (“Redemption Rights”);


 


WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to 3.125% of the gross proceeds of the IPO will be payable to the
Underwriters in the event of consummation of a Business Combination (the “Deferred Fee”);


 


WHEREAS, pursuant
to the Underwriting Agreement, the Deferred Fee is payable solely upon the consummation of the Company’s Business Combination
and pursuant to the terms thereof;


 






    	 



    	 



    

 






WHEREAS, on
September 5, 2014, the parties hereto amended and restated the Original Agreement in connection with the extension of the date
before which the Company must complete a Business Combination from September 13, 2014 to March 13, 2015 (the “First Amended
Agreement”);


 


WHEREAS, on
March 11, 2015, the parties hereto amended and restated the First Amended Agreement in connection with the extension of the date
before which the Company must complete a Business Combination from March 13, 2015 to June 13, 2015 (the “Current Agreement”);


 


WHEREAS, the
Company has sought the approval of its Public Stockholders at a meeting of its stockholders (the “Stockholder Meeting”)
to: (i) extend the date before which the Company must complete a business combination from June 13, 2015 (the “Current
Termination Date”) to July 31, 2015 (the “Extended Termination Date”), and provide that the date for
cessation of operations of the Company if the Company has not completed a business combination would similarly be extended, (ii)
allow holders of the Company’s public shares to redeem their public shares for a pro rata portion of the funds available
in the Trust Account, and authorize the Company and the Trustee to disburse such redemption payments (together with clause (i),
the “Extension Amendment”) and (iii) amend and restate the Current Agreement to permit distributions from the
trust account to pay public stockholders properly demanding redemption in connection with the Extension Amendment; and extend the
date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from
the Current Termination Date to the Extended Termination Date (the “Trust Amendment”);


 


WHEREAS, holders
of at least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Trust Amendment and
the Extension Amendment; and


 


WHEREAS, the
parties desire to amend and restate the Current Agreement to, among other things, reflect amendments to the Current Agreement contemplated
by the Trust Amendment.


 


NOW THEREFORE, IT IS AGREED:


 


1.        Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants to:


 


(a)      Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in Trust Accounts which shall be established
by the Trustee at JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)      Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)      In
a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in U.S. government treasury bills
with a maturity of 180 days or less, and/or money market funds meeting certain conditions of Rule 2a-7 under the Investment Company
Act of 1940, as amended, and that invest solely in U.S. Treasuries, as determined by the Company.


 


(d)      Collect
and receive, when due, all principal and interest income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)      Notify
the Company of all communications received by it with respect to any Property requiring action by the Company;


 


(f)       Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)      Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when reasonably
indemnified by the Company and instructed by the Company to do so, so long as the Company shall have advanced funds sufficient
to pay the Trustee’s expenses incident thereto.


 






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(h)      Render
to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts
in, the Trust Account, reflecting all receipts and disbursements of the Trust Account; and


 


(i)        Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or  Exhibit
B hereto, signed on behalf of the Company by an executive officer and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed by the Company; provided, however, that in
the event that a Termination Letter has not been received by the Trustee by 11:59 P.M. New York City time on the Current Termination
Date, the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders of record at the close
of trading (4:00 P.M. New York City time) on the Current Termination Date.  For the purposes of clarity, any transmission
of such Termination Letter electronically, whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an
original of such termination Letter hereunder.


 


2.        Limited
Distributions of Income from Trust Account.


 


(a)      Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company by wire transfer from the income collected on the Property
the amount necessary to cover any tax obligation owed by the Company.


 


(b)      The
Company may withdraw funds from the Trust Account for working capital purposes by delivery of Exhibit C to the
Trustee.  The distributions referred to herein shall be made only from income collected on the Property.


 


(c)      The
Trustee shall, only after and promptly after receipt of, and only in accordance with, the terms of a letter, in a form substantially
similar to that attached hereto as Exhibit E, signed on behalf of the Company by an executive officer and in accordance
with the written instruction of the Company, disburse to the Public Stockholders of record as of the record date for the Stockholder
Meeting pursuant to which the Trust Amendment and the Extension Amendment were approved who (A) elected to exercise their redemption
rights in connection with the Extension Amendment and the Trust Amendment and (B) tendered their stock certificate(s) in accordance
with the provisions set forth in the proxy statement for the Stockholder Meeting, the amount indicated by the Company as required
to pay such Public Stockholders. For the purposes of clarity, any transmission of such letter electronically, whether by facsimile,
electronic mail (e-mail), PDF or otherwise, shall constitute an original of such letter hereunder.


 


(d)      In
no event shall the payments authorized by Sections 2(a) and 2(b) cause the amount in the Trust
Account to fall below the amount initially deposited into the Trust Account.  Except as provided in Sections
2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted
except in accordance with Section 1(i) hereof.


 


(e)      The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to such funds,
and the Trustee has no responsibility to look beyond said request.


 


3.        Agreements
and Covenants of the Company.  The Company hereby agrees and covenants to:


 


(a)      Give
all instructions to the Trustee hereunder in writing or the electronic equivalent, signed by the Company’s President, Chief
Executive Officer or Chief Financial Officer, and as specified in Section 1(i).  In addition, except with
respect to its duties under Sections 1(i), 2(a), 2(b) and 2(c) above,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal, electronic or telephonic advice or
instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing; 


 






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(b)      Subject
to the provisions of Section 5, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by the
trustee hereunder or any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from
the Trustee’s gross negligence or willful misconduct.  Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under
this section, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).  The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall
obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.  The
Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not
be unreasonably withheld.  The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee the fees set forth on Schedule A hereto;


 


(d)      In
connection with the vote, if any, of the Company’s stockholders regarding a Business Combination, provide to the Trustee
an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes
verifying the vote of the Company’s stockholders regarding such Business Combination; and


 


(e)       In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)       Promptly
after the Deferred Fee shall become determinable on a final basis, to provide the Trustee notice in writing (with a copy to the
Underwriters) of the total amount of the Deferred Fee.


 


4.        Limitations
of Liability.  The Trustee shall have no responsibility or liability to:


 


(a)      
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein;


 


(b)      Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof and
the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(c)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given
as provided herein to do so and the Company shall have advanced to it funds sufficient to pay any expenses incident thereto;


 


(d)      Change
the investment of any Property, other than in compliance with Section 1(c);


 


(e)       Refund
any depreciation in principal of any Property;


 


(f)       Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)      The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct.  The
Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be Company counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons.  The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 






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(h)      Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement; and


 


(i)        Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income
tax obligations), it being expressly understood that as set forth in Section 2(a), if there is any income or other
tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company
and regardless of  whether such tax is payable by the Company or the Trust, at the written instruction of the Company,
the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing
to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit
or other method of payment, and the Company shall forward such payment to the taxing authority;


 


(j)        Pay
or report any taxes on behalf of the Trust Account other than pursuant to Section 2(a).


 


(k)       Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(c).


 


5.        No
Right of Set-Off.  The Trustee waives any right of set-off or any right, title, interest or claim of any kind that
the Trustee may have against the Property held in the Trust Account.  In the event the Trustee has a claim against the
Company under this Agreement, including, without limitation, under Section 3(b), the Trustee will pursue such claim
solely against the Company and not against the Property held in the Trust Account.


 


6.        Termination.  This
Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement.  At
such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)      At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 3(b).


 


7.        Miscellaneous.


 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account.  The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons.  Each party must notify the other party immediately if it
has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission
of the wire. 


 






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(b)      This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.  It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.  Except
for Sections 1(i), 2(a), 2(b), 2(c) and 2(d) (which may not
be modified, amended or deleted without the affirmative vote of at least 65% of the then outstanding shares of Common
Stock; provided that no such amendment will affect any Public Stockholder who has otherwise either (i) indicated his election to
redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement or (ii) not consented to
any amendment to this Agreement to extend to the time he would be entitled to a return of his pro rata amount in the Trust Account),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by
a writing signed by each of the parties hereto.  As to any claim, cross-claim or counterclaim in any way relating to
this Agreement, each party waives the right to trial by jury and the right to set-off as a defense.  The Trustee may
request an opinion from Company counsel as to the legality of any proposed amendment as a condition to its executing such amendment.


 


(d)      The
parties hereto consent to the personal jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, for purposes of resolving any disputes hereunder.


 


(e)      Unless
otherwise specified herein, any notice, consent or request to be given in connection with any of the terms or provisions of this
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
or delivery confirmation requested), by hand delivery or by electronic  or facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Frank A. DiPaolo, CFO


Fax No.:  (212) 509-5150


 


if to the Company, to:


 


Chart Acquisition Corp.


c/o The Chart Group, L.P.


555 5th Avenue, 19th Floor,


New York, NY 10017


Attention: Michael LaBarbera


Fax No.:  (212) 350-8299


 


with a copy to (which shall not constitute notice):


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attn: Douglas S. Ellenoff, Esq.


Fax No: (212)-370-7889


 


(e)       This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(f)       Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.  The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.  In the event the Trustee has a claim against the Company under
this Agreement, the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 






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(g)      This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto


 


(h)      This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.  Delivery of a signed counterpart of this Agreement by facsimile
or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i)        The
Company has also retained the Trustee to serve as its share transfer agent and warrant agent and shall pay the fees set forth in Schedule
A for such services.  Additionally, the Trustee has agreed to provide all services, including, but not limited
to: the mailing of proxy or tender documents to registered holders, all wires in connection with the Business Combination (including
the exercise of Redemption Rights) and maintaining the official record of the exercise of Redemption Rights and stockholder voting
(if applicable).


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties have duly executed
this Third Amended and Restated Investment Management Trust Agreement as of the date first written above. 


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,



as Trustee
	 	 	 
	By:	/s/ Frank A. Di Paolo	 
	Name: 	Frank A. Di Paolo	 
	Title:	Chief Financial and Trust Officer	 
	 	 	 
	CHART ACQUISITION CORP.        
	 	 	 
	By:	/s/ Michael LaBarbera	 
	Name:	Michael LaBarbera	 
	Title:	Chief Financial Officer	 


 




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SCHEDULE A


 


	Fee Item	Time and method of payment	Amount (1)
	Set-up fee	Consummation of IPO by wire transfer of funds	$3,000
	Annual trustee fee	Upon execution of the IMTA and at each anniversary	$10,000.00
	All services in connection with a Business Combination and/or all services in connection with liquidation of Trust Account if no Business Combination.	Upon final liquidation of the Trust Account but, upon liquidation if no Business Combination, only from interest earned or from the Company by wire transfer of funds	Prevailing rates after consultation with the issuer and its counsel at the time of combination.


 


(1) Any amounts owed by the Company are subject in their
entirety to the provisions of Section 5 of this Agreement.


 




    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


[Insert
date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson and Frank Di Paolo


 


Re:     Trust Account No. [     ]   -
Termination Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Chart Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of [        ], 2012 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [       ] (the “Target
Businesses”) to consummate a Business Combination with the Target Businesses on or before [         ]
(the “Consummation Date”). This letter shall serve as the 48 hour notice required with respect to the Business
Combination. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [       ]
and to transfer the entire proceeds to the above referenced Trust checking account at [          ]
to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date.  It is acknowledged and agreed that while
the funds are on deposit in the Trust checking account awaiting distribution, the Company will not earn any interest or dividends.


 


On or before the
Consummation Date: (i) counsel for the Company shall deliver to you (a) an affidavit which verifies the vote of the Company’s
stockholders in connection with the Business Combination1 and (b) written notification that the Business Combination has been
consummated or will, concurrently with your transfer of funds to the accounts as directed by the Company, be consummated (ii)
the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel’s letter and the Instruction Letter in accordance with the terms of the Instruction Letter.  In
the event certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and
be distributed after the Consummation Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. 


________________





1 Only if stockholder vote held


 




    	 



    	 



    

 


In the event the Business Combination
is not consummated by 11:59 p.m. on the Consummation Date and we have not notified you of a new Consummation Date, then upon the
Trustee's receipt of the Company's written instruction, the funds held in the Trust checking account shall be reinvested as provided
for by the Trust Agreement as soon as practicable thereafter. 


 


Very truly yours, 


 


CHART ACQUISITION CORP. 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	cc:      	Deutsche Bank Securities, Inc.
	 	 
	 	Cowen and Company, LLC


 




    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company 


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson and Frank Di Paolo


 


Re:     Trust Account No. [    ]   -   Termination
Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Chart Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of ________, 2012 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company July 31, 2015.


 


In accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate the Trust Account on [      ] and to transfer
the total proceeds to the Trust checking account at [         ] for distribution to
the stockholders. The Company has selected [       ] as the record date for the purpose of determining
the stockholders entitled to receive their pro rata share of the liquidation proceeds.  You agree to be the paying agent
of record and in your separate capacity as paying agent to distribute said funds directly to the Company’s stockholders (other
than with respect to the initial, or insider shares) in accordance with the terms of the Trust Agreement, the Certificate of Incorporation
of the Company and the fees set forth on Schedule A to the Trust Agreement.  Upon the distribution of all of the funds
in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


Very truly yours, 


 


CHART ACQUISITION CORP.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	cc:      	Deutsche Bank Securities, Inc.
	 	 
	 	Cowen and Company, LLC


  




    	 



    	 



    

 


EXHIBIT C


 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer


& Trust Company


17 Battery Place, 8th Floor


New York, New York 10004


Attn:  Steven Nelson and Frank DiPaolo


 


Re:      Trust Account No.
[    ]


 


Gentlemen:


 


Pursuant to Section 2(a) or 2(b) of
the Investment Management Trust Agreement between Chart Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, dated as of ___________, 2012 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs
such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] or [for working capital purposes].
In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	CHART ACQUISITION CORP.



 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	cc:	Deutsche Bank Securities, Inc. (“DB”)
	 	 
	 	Cowen and Company, LLC


 




    	 



    	 



    

 


EXHIBIT D


 


	AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE CALL BACK 	 	AUTHORIZED TELEPHONE NUMBER(S)
	 	 	 
	Company:	 	 
	 	 	 
	
        Chart Acquisition Corp.

        75 Rockefeller Plaza, 14th Floor,

        New York, NY 10019

        Attention: Michael LaBarbera   
	 	(212) 350-8275
	 	 	 
	
        Ellenoff Grossman & Schole LLP

        150 East 42nd Street, 11th Floor

        New York, New York 10017

        Attn: Stuart Neuhauser, Esq.

         
	 	(212) 370-1300
	 	 	 
	Trustee:	 	 
	 	 	 
	
        Continental Stock Transfer

        & Trust Company

        17 Battery Place

        New York, New York 10004

        Attn: Frank Di Paolo, CFO 
	 	(212) 845-3270


  




    	 



    	 



    

 


EXHIBIT E


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company 


17 Battery Place


New York, New York 10004


Attn:  Steven Nelson and Frank Di Paolo


 


Re:     Trust Account No. [    ]        


 


Gentlemen:


 


Pursuant to Section
2(c) of the Investment Management Trust Agreement between Chart Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 13, 2012 (the “Trust
Agreement”), this is to advise you that in connection with the Extension Amendment and the Trust Amendment and in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate $_____ of the Trust Account on July __, 2015 and to
transfer $_____ of the proceeds of the Trust to the Trust checking account at [         ]
for distribution to the shareholders that have requested redemption of their shares in connection with the Extension Amendment
and the Trust Amendment. It is acknowledged and agreed that while such funds are on deposit in the Trust checking account awaiting
distribution, the Company will not earn any interest or dividends on such funds.


 


On or before the
date for liquidation referenced above the Company shall deliver to you (a) an affidavit which verifies the vote of the Company’s
stockholders in connection with the Extension Amendment and the Trust Amendment, (b) written notification that the Extension Amendment
and the Trust Amendment are effective, and (c) written instructions with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You agree to be the paying agent of record and in your separate capacity as
paying agent to distribute said funds on the date for liquidation referenced above directly to the Company’s stockholders
(other than with respect to the initial, or insider shares) in accordance with the Instruction Letter, terms of the Trust Agreement,
the Certificate of Incorporation of the Company and the fees set forth on Schedule A to the Trust Agreement.  In the event
certain deposits held in the Trust Account may not be liquidated on such date without penalty, you will notify the Company of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account or be distributed immediately
and the penalty incurred.


 


[Signature page follows]



  




    	 



    	 



    

 


Very truly yours, 


 


CHART ACQUISITION CORP.


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


	 cc: 	Deutsche Bank Securities, Inc.	 
	 	 	 
	 	Cowen and Company, LLC