EXHIBIT
10.1


 


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


 


PROMISSORY
NOTE


 


	Principal
    Amount: [_________]	Dated
                                         as of September 9, 2014

        New
        York, New York



 


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


 


1.
          Principal. This Note shall be payable on the earlier of: (i) March 13, 2015; or (ii) the date on which Maker consummates an
initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Maker and one or more businesses (“Business Combination”) in accordance with the terms of the prospectus
relating to the Maker’s initial public offering (the “IPO”). The principal balance may be prepaid at
any time.


 


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


 


	3.	Optional
                                         Conversion.






               (a)   Upon
consummation of the Business Combination and at the Payee’s option, at any time prior to payment in full of the principal
balance of this Note, the Payee may elect to convert all or any portion of the Note into that number of warrants to purchase shares
of common stock of the post-Business Combination entity (the “New Warrants”) equal to: (i) the portion
of the principal amount of the Note being converted pursuant to this Section 3, divided by (ii) $0.75, rounded up to the nearest
whole number. Each New Warrant shall have the same terms and conditions as placement warrants issued simultaneously with the Maker’s
IPO.


 


              (b)   Upon
any complete or partial conversion of the principal amount of this Note (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly
endorsed, to Maker or such other address which Maker shall designate against delivery of the New Warrants, (iii) Maker shall promptly
deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion
and (iv) in exchange for all or any portion of the surrendered Note described in Section 3(a), Maker shall deliver to Payee the
New Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between
Maker and the Payee and applicable state and federal securities laws.


 


              (c)   The
Maker shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the New Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall pay any transfer taxes resulting from any
transfer requested by the Payee in connection with any such conversion.


 


4.
           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.


 






    	 



    	 



    




 


5.
           Events of Default. The following shall constitute an event of default (“Event of Default”):


 


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


 


(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.


 


6.
           Remedies.


 


(a)
  Upon the occurrence of an Event of Default specified in Section 5(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 5(b) and 5(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.


 


7.
           Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the
Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be
levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 


8.
           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.


 


9.
           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.


 






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10.
         Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.


 


11.
         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.


 


12.
         Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account (“Trust Account”)
established by the Maker in which the proceeds of the IPO (including the deferred underwriters discounts and commissions) and
the proceeds of the sale of the units issued in a private placement that occurred prior to the effectiveness of the IPO, as described
in greater detail in the prospectus relating to the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


13.
         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.


 


14.
         Assignment. This Note may be assigned by the Payee.


 


[Signature
Page Follows]


 






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


 


 





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



 


 





 


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