Exhibit 10.3


 


AMENDED AND RESTATED WARRANT AGREEMENT


 


THIS AMENDED AND RESTATED
WARRANT AGREEMENT (this “Agreement”), dated as of September 12, 2014, 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 (“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, Cowen Overseas
Investments LP, Mr. Wright and the Chart Acquisition Group, LLC have agreed to purchase in the aggregate up to 3,750,000 Public
Warrants (as defined below) (subject to reduction as described in that certain amended and restated escrow agreement with the Warrant
Agent pursuant to which Wright, Cowen and the Sponsor have deposited an aggregate of $2,250,000 for the benefit of the holders
of Public Warrants) at $0.60 per warrant (the “Business Combination Repurchased Public Warrants”) in
a tender offer which will occur after the Company’s announcement of an initial Business Combination;


 


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, 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 (the “Original Agreement”);


 


WHEREAS, the requisite number of stockholders
of the Company have approved an amendment to the Company’s 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 September 13, 2014 (the “Original Termination Date”) to March 13, 2015 (the “Extended
Termination Date”);


 


WHEREAS, in connection with the Extension Amendment,
Cowen Overseas Investments LP, Mr. Wright and the Chart Acquisition Group, LLC have agreed to purchase in the aggregate up to 7,500,000
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”);


 


WHEREAS, the Company desires to amend and restate
the Original 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; and


 


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.


 






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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 twenty-seven (27) 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.


 






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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


 


(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.


 






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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.


 






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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).


  


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.


 






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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.


 






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	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.


 






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	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.


 


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.


 






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	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.


 






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	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.


 



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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.


 


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.


 






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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.


 


	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


 






    	17



    	 



    

 


(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.


75 Rockefeller Plaza, 14th Floor,


New York, NY 10019


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 Overseas Investment LP


c/o Ramius Advisors, 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.


 


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.


 






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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.


 



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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.]


 









    	20



    	 



    

 


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/  John W. Comer, Jr.
	 	 	Name: John W. Comer, Jr.
	 	 	Title: Vice-President


 












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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.


 






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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.


 


	 	CHART ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name: Michael LaBarbera
	 	 	Title: Chief Financial Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
	 	 	 
	 	as Warrant Agent
	 	By:	 
	 	 	Name:
	 	 	Title:





  






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[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.


 






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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)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)



 









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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


 


 


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