Exhibit 10.15


 


July 30, 2015


 


Christopher D. Brady


Chart Acquisition Corp.


c/o The Chart Group, L.P.


555 Fifth Avenue, 19th Floor


New York, New York 10017


 


	 	Re: Waiver


 


Dear Mr. Brady:


 


Reference is made to that certain
Third Amended and Restated Warrant Agreement (the “Agreement”) dated June 11, 2015, by and between Chart Acquisition
Corp. (the “Company”) and Continental Stock Transfer & Trust Company. Pursuant to Section 4.4 of the Agreement,
in the event of a Fundamental Transaction, the Company is obligated to purchase the Warrants held by a Registered Holder (if so
requested) for 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 (the “Repurchase Right”). All capitalized terms not defined herein shall have the meaning
specified to them in the Agreement.


 


Each of the undersigned, on its
own behalf and on behalf of its successors, transferees and assigns, hereby agrees, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, (i) to waive the Repurchase Right as set forth in the Agreement for the number
of Warrants set forth opposite its name on Exhibit A (the “Subject Warrants”) and (ii) not to sell, offer to sell,
contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of, any of the Subject Warrants unless the transferee enters into a written agreement with the parties
hereto agreeing to be bound by the terms of this waiver.


 


Except as expressly set forth herein,
this waiver shall not be deemed to be a waiver, amendment or modification of any provisions of the Agreement or of any right,
power or remedy of the undersigned, nor shall it constitute a waiver of any provision of any other document, instrument and/or
agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result
of performance hereunder or thereunder.


 


Please confirm that the foregoing
is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter. This letter may
be executed in counterparts and by facsimile or other electronic transmission.


 


[Signature page follows]


 



    	 



    	 



    




  


	 	Very truly yours,
	 	 
	 	CHART ACQUISITION GROUP LLC
	 	 	 
	 	By:	/s/ Christopher D. Brady
	 	 	Name: Christopher D. Brady
	 	 	Title:
	 	 	 
	 	 	/s/ Joseph R. Wright
	 	 	JOSEPH R. WRIGHT
	 	 	 
	 	COWEN INVESTMENTS LLC
	 	 	 
	 	By:	/s/ Owen Littman
	 	 	Name: Owen Littman
	 	 	Title: Authorized Signatory


 


AGREED TO AND ACCEPTED AS

OF THE 30th DAY OF JULY, 2015:


 


CHART ACQUISITION CORP.


 


	By:	/s/ Christopher D. Brady	 
	Name:	Christopher D. Brady	 
	Title:	President	 


 





Signature Page to Warrant Agreement Waiver




 






    	 



    	 



    

 





Exhibit A


 


Subject Warrants


 


	Name	 	Number of Subject Warrants
	Chart Acquisition Group LLC	 	1,921,933
	Joseph R. Wright	 	103,884
	Cowen Investments LLC	 	1,090,824