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Exhibit 10.5


THIS 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: $175,000
	 	Dated as of August 9, 2011
 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 One Hundred and Seventy-Five Thousand Dollars
($175,000) 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) March 31, 2012 or (ii) the date on which Maker consummates an
initial public offering of its securities. 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 principal amount due pursuant to this Note within five (5) business days of the date specified
above.


(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.










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6.  Waivers. Maker and all endorsers and
guarantors of, and sureties for, this Note waive 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.


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 to be established in which the proceeds of the initial public offering (the “IPO”) conducted
by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement
to occur prior to the effectiveness of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be
filed with the Securities and Exchange Commission in connection with the IPO, 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. No assignment or transfer of
this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall be void.


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by it’s 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