Exhibit 10.7


 





THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY NOTE


  





	Principal Amount: $308,333	Dated as of June 10, 2015
	 	New York, New York



 


Chart
Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the
order of Chart Acquisition Group LLC or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of Three Hundred Eight Thousand Three Hundred and Thirty Three Dollars
($308,333) (the “Principal Amount”) in lawful
money of the United States of America, on the terms and conditions described below.  All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the
Payee may from time to time designate by written notice in accordance with the provisions of this Note. 


 


1.            Principal. The principal balance
of this promissory note (this “Note”) shall be payable on the earlier of: (i) July 31, 2015; or (ii) the date
on which Maker consummates its initial business combination (as described in the prospectus contained in Maker’s registration
statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission in connection
with Maker’s initial public offering (the “IPO”)). The principal balance may be prepaid at any time.


 


2.            Interest. No interest shall
accrue on the unpaid principal balance of this Note.


 


3.            Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note. 


 


4.            Events of Default. The following
shall constitute an event of default (“Event of Default”):


 


(a)            Failure to Make
Required Payments. Failure by Maker to pay the obligations due pursuant to this Note within five (5) business days of the date
specified above.


 






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(b)            Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)            Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


5.            Remedies.


 


(a)            Upon the occurrence
of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon the occurrence
of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


6.            Waivers. Maker waives presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 


7.            Unconditional Liability. Maker
hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,
and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to
the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 






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8.            Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be
designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


9.           Construction. THIS NOTE SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10.          Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


11.          Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account (“Trust Account”) established by Maker in which the proceeds
of the IPO (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in
the private placement that occurred concurrent with the IPO, as described in greater detail in the Registration Statement, and
hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
whatsoever.


 


12.          Amendment; Waiver. Any amendment
hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. 


 


13.          Assignment.
This Note may be assigned by the Payee.


 









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IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 





	 	CHART ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael LaBarbera
	 	 	Name: Michael
LaBarbera
	 	 	Title:   Chief Financial Officer



 


 


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