EXHIBIT
10.2


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


 


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


 


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


 


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


 


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


 






    	 



    	 



    




 


5.
           Remedies.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11.
         Trust Waiver. Notwithstanding anything herein to the contrary, the Payee
hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of
or from the trust account (“Trust Account”) established by 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.


 






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


 


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


 


[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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