Exhibit
10.2


 


SECOND
AMENDED AND RESTATED WARRANT AGREEMENT


 


THIS
SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 11, 2015, 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”).


 


WHEREAS,
the Company has entered into that certain Third Amended and Restated Unit Subscription Agreement, dated November 1, 2012, with
Chart Acquisition Group LLC, a Delaware limited liability company (the “Sponsor”) pursuant to which
the Sponsor purchased an aggregate of 231,250 Units (as defined below) for an aggregate purchase price of $2,312,500 (“Placement
Units”), each Unit consisting of one share of Common Stock (as defined below) (“Placement Shares”)
and one warrant to purchase one Placement Share (the “Placement Warrants”) of the Company, bearing the
legend set forth in Exhibit B hereto;


 


WHEREAS,
the Company has entered into that certain Third Amended and Restated Unit Subscription Agreement, dated November 1, 2012, with
Cowen Overseas Investment LP, a Cayman Islands limited partnership (together with its affiliates, “Cowen”)
pursuant to which Cowen purchased an aggregate of 131,250 Placement Units of the Company for an aggregate purchase price of $1,312,500,
bearing the legend set forth in Exhibit B hereto;


 


WHEREAS,
the Company has entered into that certain Second Amended and Restated Unit Subscription Agreement, dated November 1, 2012, with
Joseph R. Wright (“Wright”) pursuant to which Wright purchased an aggregate of 12,500 Placement Units
of the Company for an aggregate purchase price of $125,000, bearing the legend set forth in Exhibit B hereto;


 


WHEREAS,
the Company engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one share of Common Stock and one Public Warrant (as defined below) (the “Public
Units”, and together with the Placement Units, the “Units”) and, in connection therewith,
has determined to issue and deliver up to 8,625,000 Warrants (which included up to 1,125,000 warrants subject to a forty-five
(45) day over-allotment option granted to the underwriters (the “Over allotment Option”) which expired
unexercised) to investors in the Offering (the “Public Warrants” and, together with the Placement Warrants,
the “Warrants”), each such Warrant evidencing the right of the holder thereof to purchase one share
of common stock of the Company, $0.0001 par value per share (the “Common Stock”), for $11.50 per share,
subject to adjustment as described herein;


 


WHEREAS,
in connection with the Offering, Cowen, Mr. Wright and the Sponsor have agreed to purchase in the aggregate up to 3,750,000 Public
Warrants (subject to reduction as described in that certain second amended and restated escrow agreement with the Warrant Agent
at $0.60 per warrant (the “Business Combination Repurchased Public Warrants”)) in a tender offer to
occur after the Company’s announcement of an initial Business Combination;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S- 1, No. 333-177280 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public
Units, the Public Warrants and Common Stock included in the Public Units;


 


WHEREAS,
the Company and the Warrant Agent entered into the Warrant Agreement on December 13, 2012;


 


WHEREAS,
the Company and the Warrant Agent entered into the Amended and Restated Warrant Agreement on September 12, 2014 (the “Current
Agreement”);


 


WHEREAS,
Cowen, Mr. Wright and the Sponsor acquired 7,700 Public Warrants in a tender offer consummated on September 12, 2014;


 


WHEREAS,
the requisite number of stockholders of the Company have approved an amendment to the Company’s second amended and restated
certificate of incorporation (the “Extension Amendment”) to, among other things, extend the date before
which the Company must complete a business combination from March 13, 2015 (the “Original Termination Date”)
to June 13, 2015 (the “Extended Termination Date”);


 



    	



    	 



    

  


WHEREAS,
in connection with the Extension Amendment, Cowen, Mr. Wright and the Sponsor have agreed to purchase in the aggregate up to 7,492,300
Public Warrants (as defined below) at $0.30 per warrant (the “Extension Repurchased Public Warrants”)
in a tender offer which is expected to close on or about the Original Termination Date (the Extension Repurchased Public Warrants
together with the Business Combination Repurchased Public Warrants, the “Repurchased Public Warrants”);
and


 


WHEREAS,
the Company desires to amend and restate the Current Agreement to provide, among other things, that the Expiration Date of each
Warrant is extended so that the Warrants will expire if the Company has not completed a business combination by the Extended Termination
Date.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
    Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
    forth in this Agreement.



 


	2.	Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of
the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in
the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if
he or she had not ceased to be such at the date of issuance.


  


2.2.
Effect of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3.
Registration.


 


2.3.1.
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate (as defined below) made by anyone other than the Company or the Warrant Agent), for the purpose
of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


2.4.
Detachability of Warrants. The Common Stock and Public Warrants comprising the Public Units shall begin separate trading
on the 52nd day following the date of the Prospectus, or, if such 52nd day is not on a Business Day (a “Business Day” shall
mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City), then on the immediately succeeding Business Day following such date
(the “Detachment Date”) unless Cowen and Company, LLC informs the Company of their decision to
allow earlier separate trading, but in no event shall the Common Stock and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting
its receipt of the gross proceeds of the Offering and (B) the Company issues a press release and files with the Commission a current
report on Form 8-K announcing when such separate trading shall begin; provided, that, if the Over-allotment Option is exercised
following the filing of the initial Current Report on Form 8-K, a second or amended Current Report on Form 8-K shall be filed
by the Company to provide updated financial information to reflect the exercise of the Over-allotment Option.


  



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2.5.
Warrant Attributes.


 


2.5.1.
Placement Warrants and Repurchased Public Warrants. The Placement Warrants and Repurchased Public Warrants shall be identical
to the Public Warrants, except that (i) so long as they are held by Wright, the Sponsor or Cowen, members of the Sponsor, partners
of Cowen or any of their Permitted Transferees (as defined below), the Placement Warrants and Repurchased Public Warrants (x)
may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (y) may not be transferred,
assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below);
provided that any Placement Warrants held by Cowen or any of its “related persons” under the rules of the Financial
Industry Regulatory Authority shall not be sold during the Offering or sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of any such Placement Warrants by any person for a period of 180 days immediately following the date of effectiveness
of the Registration Statement, and (z) shall not be redeemable by the Company, and (ii) the Placement Warrants issued to Cowen,
so long as such Placement Warrants are held by Cowen or any of its “related persons” under the rules of the Financial
Industry Regulatory Authority (“Cowen Held Warrants”), shall expire five years from the date of effectiveness
of the Registration Statement (not five years from the consummation of the initial Business Combination) or earlier upon liquidation; provided, however,
that in the case of the Placement Warrants and Repurchased Public Warrants and any shares of Common Stock held by Wright, the
Sponsor, members of the Sponsor or partners of Cowen and issued upon exercise of the Placement Warrants and Repurchased Public
Warrants may be transferred by Wright, the Sponsor, members of the Sponsor or partners of Cowen:


 


(a)
as gift to a member of Sponsor, a partner of Cowen or an entity owned or controlled by Wright, their immediate family or to a
trust, the beneficiary of which is a member of Wright’s immediate family, the Sponsor or partner of Cowen and their immediate
family or to a charitable organization,


 


(b)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any member of Sponsor or partners of Cowen or any of their respective affiliates,


 


(c)
by virtue of the laws of descent and distribution upon death of Wright, one of the members of the Sponsor or partners of Cowen,


 


(d)
pursuant to a qualified domestic relations order,


 


(e)
by virtue of the laws of the jurisdiction of incorporation or formation, as applicable, of the Sponsor or Cowen, the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor or, in the case of Cowen, by virtue of the laws of the Cayman
Islands or its controlling limited partnership agreement or by any member of Sponsor or partner of Cowen upon dissolution of such
entity,


 


(f)
in the event of the Company’s liquidation prior to the completion of the initial Business Combination, or


 


(g)
in the event that, subsequent to the consummation of the initial Business Combination, the Company consummates a merger, stock
exchange or other similar transaction that results in all of the holders of the Company’s equity securities issued in the
Offering having the right to exchange their shares of Common Stock for cash, securities or other property; provided, however,
that, in the case of clauses (a) through (e), these transferees (the “Permitted Transferees”) enter
into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 



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	3.	Terms
    and Exercise of Warrants.


 


3.1.
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the
last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the
price per share at which a share of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than
twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction
to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes an acquisition,
through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”), or (ii) the date that is twelve (12) months from
the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) with
respect to any warrant other than a Cowen Held Warrant, the date that is five (5) years after the date on which the Company completes
its initial Business Combination and, with respect to a Cowen Held Warrant, the date that is five (5) years after the date on
which the Registration Statement is declared effective by the Commission, (y) the liquidation of the Company, or if the Company
fails to consummate a Business Combination thirty (30) months from the effective date of the Registration Statement, or (z) other
than with respect to the Placement Warrants and the Repurchased Public Warrants, the Redemption Date (as defined below) as provided
in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall
be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective
registration statement. Except with respect to the right to receive the Redemption Price (other than with respect to a Placement
Warrant) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Placement Warrant or a Repurchased
Public Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)
by wire transfer of immediately available funds in good certified check or good bank draft payable to the order of the Company;


 


(b)
with respect to any Placement Warrant or Repurchased Public Warrant exercised on a “cashless basis”, so long as such
Placement Warrant or Repurchased Public Warrant is held by Wright, the Sponsor, a member of the Sponsor, Cowen or partners of
Cowen or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c), by (y) the Fair Market
Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the last sale price of
the Common Stock on the date on which notice of exercise of the Warrant is sent to the Warrant Agent, in the event notice is received
after market close it shall mean the last sale price the next trading day; or


 



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(c)
as provided in Section 7.4 hereof.


 


3.3.2.
Issuance of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full,
a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and shall have
no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Common
Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated
to issue Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder
of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which
case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the
Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise.


  


3.3.3.
Valid Issuance. All Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


3.3.4.
Date of Issuance. Each person in whose name any certificate for Common Stock is issued shall for all purposes be deemed
to have become the holder of record of such Common Stock on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the share transfer books are open.


 


3.3.5.
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; provided, however, that no holder of a Warrant
shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by
a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right
to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of
such sentence is being made, but shall exclude Common Stock that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common
Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent
Form 10-K, Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent
public announcement by the Company, or (3) any other notice by the Company or Continental Stock Transfer & Trust Company (the
“Transfer Agent”) setting forth the number of shares of Common Stock outstanding. For any reason at
any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally
and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 



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	4.	Adjustments.


 


4.1.
Stock Dividends.


 


4.1.1.
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number
of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a split-up of the Common
Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares
of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase Common Stock at a price less than
the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock
equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any
other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) multiplied
by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible
into or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means, for purposes of this subsection 4.1.1 only, the volume weighted average price of the
Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the
Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2.
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Common Stock by
the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval or (e) in
connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash
and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed
$0.50 (being 5% of the offering price of the Units in the Offering).


 



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4.2.
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof,
the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.


 


4.3.
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in subsection 4.1.1 or 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of
which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment,
and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4.
Replacement of Securities upon Reorganization, etc. If, at any time while any Warrant is outstanding (i) the Company effects
(A) any merger of the Company with (but not into) another person, in which stockholders of the Company measured immediately prior
to the consummation of such transaction, consequently own less than a majority of the outstanding stock of the surviving entity,
or (B) any merger or consolidation of the Company into another person, (ii) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer approved or authorized
by the Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding shares
of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock is effectively converted into
or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock covered elsewhere in this Section 4) (in any such case, a “Fundamental Transaction”), then the
Registered Holder shall have the right thereafter to receive, upon exercise of such Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of shares underlying the Warrants then issuable upon
exercise in full of such Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”),
and the Registered Holder shall no longer have the right to receive such shares upon exercise of such Warrant. Notwithstanding
anything to the contrary contained herein, the provisions of this section shall not be deemed to apply to, and no Fundamental
Transaction shall be deemed to have occurred in connection with, any Business Combination. The Company shall not effect any such
Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving
entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or person shall assume
the obligation to deliver to the Registered Holder, such Alternate Consideration as, in accordance with the foregoing provisions,
the Registered Holder may be entitled to receive, and the other obligations under the Warrant. The provisions of this section
4.4 shall similarly apply to subsequent transactions of an analogous type to any Fundamental Transaction. Notwithstanding the
foregoing, in the event of a Fundamental Transaction, then at the request of the Registered Holder delivered at any time through
the date that is 30 days after the public disclosure of the consummation of such Fundamental Transaction by the Company pursuant
to a Current Report on Form 8-K filed with the SEC, the Company (or the successor entity to the Company) shall purchase such Warrant
from the Registered Holder by paying to the Registered Holder, within five Trading Days after such request, cash in an amount
equal to the Black Scholes Value of the remaining unexercised portion of such Warrant on the date of such Fundamental Transaction.
Any Registered Holder that receives cash pursuant to the immediately preceding sentence shall not receive any Alternate Consideration.
For purposes hereof, “Black Scholes Value” means the value of the Warrant based on the Black
Scholes Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a price per share of Common Stock
equal to the Closing Sale Price of the Common Stock for the Trading Day immediately preceding the date of consummation of the
applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the remaining term of such Warrant as of such date of request, and (iii) an expected volatility equal to the greater of (A)
forty percent (40%) and (B) the 30-day volatility obtained from the HVT function on Bloomberg determined as of the Trading Day
immediately following the announcement of the Fundamental Transaction, (iv) a “Style” of “Warrant” and
(v) a “Warrant type” of “Capped” where “Call cap” equals $17.50, subject to adjustment under
Section 4.1.


  



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4.5.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4,
the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.


 


4.6.
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up to the nearest whole number, the number of the shares of Common Stock to be issued to such
holder.


 


4.7.
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 


4.8.
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended
in such opinion.


  



    	8



    	 



    

 


	5.	Transfer
    and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in the issuance of a warrant certificate for a fraction of a warrant.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6.
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 


	6.	Redemption.


 


6.1.
Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed
at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price
of $0.01 per Warrant (the “Redemption Price”); provided, that the last sales price of the
Common Stock reported has been at least $17.50 per share (subject to adjustment in compliance with Section 4 hereof),
on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third Business Day prior to the date
on which notice of the redemption is given; provided further, in the event there was no actual trading of the Warrants for any
day within such 30-Day trading period, then the closing bid price on such day must be at least $17.50 per share to count; and, provided further that
there is an effective registration statement covering the Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below).


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company
shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such 30-day period,
the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice.


 



    	9



    	 



    

 


6.3.
Exercise After Notice of Redemption. The Warrants may be exercised at any time after notice of redemption shall have been
given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


6.4.
Exclusion of Placement Warrants or Repurchased Public Warrants. The Company agrees that the redemption rights provided
in this Section 6 shall not apply to the Placement Warrants or Repurchased Public Warrants if at the time of the redemption such
Placement Warrants or Repurchased Public Warrants continue to be held by Wright, the Sponsor, members of the Sponsor, Cowen, partners
of Cowen or their Permitted Transferees; provided, however, that once such Placement Warrants or Repurchased
Public Warrants are transferred (other than to Permitted Transferees under subsection 2.5), the Company may redeem
the Placement Warrants or Repurchased Public Warrants, provided that the criteria for redemption are met, including the opportunity
of the holder of such Placement Warrants or Repurchased Public Warrants to exercise the Placement Warrants or Repurchased Public
Warrants prior to redemption pursuant to Section 6.3. Placement Warrants or Repurchased Public Warrants that are transferred
to persons other than Permitted Transferees shall upon such transfer cease to be Placement Warrants and shall become Public Warrants
under this Agreement.


  


	7.	Other
    Provisions Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4.
Registration of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a post-effective
amendment to the Registration Statement, or a new registration statement, for the registration, under the Securities Act, of the
Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to
register or qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable
upon exercise of the Warrants, to the extent an exemption is not available. The Company shall use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment
or registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day
after the closing of the Business Combination and ending upon such post-effective amendment or registration statement being declared
effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of
shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below)
by the Fair Market Value. Solely for purposes of this Section 7.4, “Fair Market Value” shall mean the
volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities
broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this Section 7.4 is not required to be registered under the Securities Act and (ii) the Common Stock issued
upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as
such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive
legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section
7.4. In addition, the Company agrees to use its best efforts to register the Common Stock issuable upon exercise of a Warrant
under the blue sky laws of the states of residence of the exercising Warrant holder to the extent an exemption is not available.


 



    	10



    	 



    

 


	8.	Concerning
    the Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any
such appointment.


 


8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 



    	11



    	 



    

 


8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the President, Chief Executive Officer or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a
result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Common Stock shall, when issued,
be valid and fully paid and nonassessable.


 


8.5.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of the Common Stock through the exercise of the Warrants.


 


8.6.
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 



    	12



    	 



    

 


	9.	Miscellaneous
    Provisions.


 


9.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2.
Notices. Any notice, statement or demand authorized by this Agreement shall be sufficiently given (i) when so delivered
if by hand or overnight delivery, (ii) upon receipt of by the intended recipient if by facsimile, or (ii) if sent by certified
mail or private courier service within five


 


(5) days
after deposit of such notice, postage prepaid. Such notice, statement or demand shall be addressed as follows:


 


If to the
Company:


 


Chart Acquisition
Corp.


555 5th
Avenue, 19th Floor,


New York,
NY 10017


Fax: (212)
350-8299


Attention:
Michael LaBarbera, Chief Financial Officer


 


If to the
Warrant Agent:


 


Continental
Stock Transfer & Trust Company


17 Battery
Place


New York,
New York 10004


Fax: 212-616-7615


Attention:
Compliance Department


 


If to Cowen:


 


Cowen Investments
LLC


c/o RCG
LV Pearl LLC


599 Lexington
Avenue, 27th Floor


New York,
NY 10022


Fax: (212)
845-7990


Attention:
Stephen Lasota, Chief Financial Officer


 


with a copy
in each case (which shall not constitute service) to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, New York 10105


Fax:
(212) 370-7889


Attention:
Douglas S. Ellenoff


 


DLA
Piper LLP (US)


1251
Avenue of Americas


New
York, New York 10020


Fax:
(212) 884-8645


Attention:
Jack Kantrowitz, Esq.


 



    	13



    	 



    

 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by 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. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


  


9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5.
Examination of the Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the
Placement Warrants or Cowen Held Warrants, shall require the written consent of the Registered Holders of 65% of the then outstanding
Public Warrants. Further, Wright, the Sponsor, the members of the Sponsor, Cowen, partners of Cowen shall not vote any Placement
Warrants owned or controlled by them in favor of such amendment unless the Registered Holders of 65% of the Public Warrants vote
in favor of such amendment. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders. To the extent any amendment is made to either the Placement Warrants, Cowen Held Warrants or Repurchased Public Warrants
resulting in an increase in value (including for example, an extension to the Expiration Date), such amendment will also be made
to all Public Warrants. In addition, there can be no such amendment to the Placement Warrants, Cowen Held Warrants or Repurchased
Public Warrants after the Public Warrants have been redeemed.


 


9.9.
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


[Remainder
of page intentionally left blank. Signature page to follow.]


 



    	14



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	CHART
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Michael LaBarbera
	 	 	Name:
    Michael LaBarbera
	 	 	Title:
    Chief Financial Officer
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & 

TRUST COMPANY,
	 	 	 
	 	as
    Warrant Agent
	 	By:	/s/
    Frank A. Di Paolo
	 	 	Name:
    Frank A. Di Paolo
	 	 	Title:
    Vice President 


 


[Signature
page to Second Amended and Restated Warrant Agreement]


 



    	15



    	 



    

 


EXHIBIT
A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number 


___________


 


Warrants 


_____________


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


 


CHART
ACQUISITION CORP.


A
Delaware corporation


 


CUSIP
161151 113


 


Warrant
Certificate


 


This
Warrant Certificate certifies that __________, or registered assigns, is the registered holder of __________ warrants
(the “Warrants”) to purchase shares of common stock, $0.0001 par value (the “Common Stock”),
of Chart Acquisition Corp. (the “Company”). Each Warrant entitles the holder, upon exercise during the
period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable
shares of Common Stock (each, a “Warrant” ) as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” if permitted by the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement (as defined on the reverse hereof).


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


  


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 









    	16



    	 



    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of December 13, 2012
(the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” if permitted by the Warrant Agreement) at the principal corporate trust
office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its
assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise


 


(i)
a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act
and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise”
if permitted by the Warrant Agreement. Additionally, if the Corporation fails to enter into a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses
within 21 months from the Company’s final prospectus, the Warrants evidenced by this Warrant Certificate shall expire worthless.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round up to the nearest whole number of shares
of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a
stockholder of the Company.


 



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Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive __________ shares
of Common Stock and herewith tenders payment for such shares to the order of Chart Acquisition Corp. (the “Company”)
in the amount of $__________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares
be registered in the name of __________, whose address is__________ and that such shares be delivered to __________ whose address
is __________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of __________,
whose address is __________, and that such Warrant Certificate be delivered to __________, whose address is __________.


 


In
the event that the Warrant is a Placement Warrant or Repurchased Public Warrant that is to be exercised on a “cashless
basis” pursuant to subsections 3.3.1(b) of the Warrant Agreement, the number of shares that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of
the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with Section
7.4 of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of
the Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares be registered in the name of, whose address is, and that such Warrant Certificate
be delivered to , whose address is __________.


 


Date: __________,
20


 


	 	(Signature)
	 	 
	 	 
	Signature	
Guaranteed: 


 THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 



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EXHIBIT
B


 


LEGEND


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AGREEMENT AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED DURING THE TERM OF THAT LOCKUP AGREEMENT PURSUANT TO THE TERMS SET FORTH THEREIN.


 


No. Warrants


 


 







19