Exhibit 10.2


 





EXECUTION COPY 


 


THIRD AMENDMENT TO REGISTRATION RIGHTS
AGREEMENT 


 


THIS THIRD AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of August 14,
2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation (the “Company”); (ii) Tempus Applied
Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (iii) Chart Acquisition Group LLC, a Delaware
limited liability company (“Sponsor”); (iv) Cowen Investments LLC (“Cowen”);
and (v) certain of the other persons or entities described as Holders in the Registration Rights Agreement (as defined below) and
named on the signature pages hereto who have executed this Third Amendment. Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned to such terms in the Registration Rights Agreement.


 


RECITALS


 


WHEREAS, the Company,
Pubco, Sponsor, Cowen and the other Holders named therein are parties to that certain Registration Rights Agreement, dated as of
December 13, 2012 (as amended, including, without limitation, as amended by the First Amendment to Registration Rights Agreement,
dated as of June 20, 2015, the Second Amendment to Registration Rights Agreement, dated as of July 31, 2015, and as amended by
this Third Amendment, the “Registration Rights Agreement”), pursuant to which Pubco granted certain registration
rights to the Holders with respect to Pubco’s securities;


 


WHEREAS, Pubco is
entering into that certain Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”),
with Sponsor, Mr. Joseph Wright and Cowen (collectively, the “Investors”), pursuant to which on the date
hereof Pubco will issue to each Investor shares of Pubco Common Stock (the “Purchased Common Shares”),
Series A-3 Warrants to purchase Pubco Common Stock or Pubco Series A Preferred Stock (the “Series A-3 Warrants”)
and Series B-3 Warrants to purchase Pubco Common Stock or Pubco Series A Preferred Stock (the “Series B-3 Warrants”
and, together with the Series A-3 Warrants, the “Purchased Warrants” and, collectively with the Purchased
Common Shares, the “Purchased Securities”);


 


WHEREAS, the parties
hereto desire to amend the Registration Rights Agreement to reflect the transactions contemplated by the Securities Purchase Agreement,
including, without limitation, the issuance of the Purchased Securities thereunder; and


 


WHEREAS, pursuant
to Section 5.5 of the Registration Rights Agreement, the Registration Rights Agreement can be amended with the written consent
of the Company and the Holders of at least 66-2/3% of the Registrable Securities at the time in question (provided, that any amendment
that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner
that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected).


 





NOW, THEREFORE,
in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties
and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.            Amendments
to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:


 


(a)           The defined
terms in this Third Amendment, including in the preamble and recitals hereto, are hereby added to the Registration Rights Agreement
as if they were set forth therein.


 






    	 



    	 



    

 


(b)           Section 1.1
of the Registration Rights Agreement is hereby amended to delete the definition of the term “Financing Securities”
and replace it with the following:


 


“Financing
Securities” shall mean (i) the shares of Pubco Common Stock and Pubco Investor Warrants issued in the Parent Merger
to the holders of Parent Financing Sub Series B Non-Voting Preferred Stock, par value $0.0001 per share, (ii) the Purchased Common
Shares and Purchased Warrants issued under the Securities Purchase Agreement, (iii) the shares of Pubco Common Stock or Pubco Series
A Preferred Stock issuable upon the exercise and/or redemption of such Pubco Investor Warrants or Purchased Warrants, (iv) the
shares of Pubco Common Stock issuable upon the conversion of such Pubco Series A Preferred Stock and (v) any other securities of
the Pubco or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange
for any of the securities described in clauses (i) through (iv) above.


 


(c)           The parties
hereby agree that the term “Registrable Security” shall include any Purchased Securities issued by Pubco
under the Securities Purchase Agreement, and any other securities of Pubco or any successor entity issued in consideration of (including
as a stock split, dividend or distribution) or in exchange for any of such securities.


 


2.            Miscellaneous.
Except as expressly provided in this Third Amendment, all of the terms and provisions in the Registration Rights Agreement are
and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Third Amendment does
not constitute, directly or by implication, an amendment or waiver of any provision of the Registration Rights Agreement, or any
other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Registration
Rights Agreement in the Registration Rights Agreement or any other agreement, document, instrument or certificate entered into
or issued in connection therewith shall hereinafter mean the Registration Rights Agreement, as amended by this Third Amendment
(or as the Registration Rights Agreement may be further amended or modified after the date hereof in accordance with the terms
thereof). The terms of this Third Amendment shall be governed by and construed in a manner consistent with the provisions of the
Registration Rights Agreement, including Section 5.4 thereof.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]




 






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IN WITNESS WHEREOF,
each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Third Amendment to Registration
Rights Agreement as of the date first above written.


 





	 	Company:
	 	 
	 	CHART ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:  Christopher D. Brady
	 	 	Title:  President
	 	 
	 	Pubco:
	 	 
	 	TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name:  Benjamin Scott Terry
	 	 	Title:  Chief Executive Officer
	 	 
	 	Holders:
	 	 
	 	CHART ACQUISITION GROUP LLC
	 	 
	 	By: The Chart Group L.P.
	 	 	 
	 	By:	 
	 	 	Name:  Christopher D. Brady
	 	 	Title:  Manager
	 	 
	 	COWEN INVESTMENTS LLC
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 
	 	THE CHART GROUP L.P.
	 	 
	 	By:	 
	 	 	Name:  Christopher D. Brady
	 	 	Title:  Manager




 





[Signature Page to Third Amendment to
Registration Rights Agreement]


 



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Holders (cont.):


 





	 	 	 
	Abdulwahab Al-Nakib	 	Geoffry Nattans
	 	 	 
	 	 	 
	
        Joseph Boyle
	 	Governor Thomas Ridge
	 	 	 
	 	 	 
	Christopher Brady	 	Charlene Ryan
	 	 	 
	 	 	 
	David Collier	 	Margaret Saracco
	 	 	 
	 	 	 
	Senator Joseph Robert Kerrey 	 	Timothy N. Teen
	 	 	 
	 	 	 
	Deirdre Kilmartin	 	Cole Van Nice
	 	 	 
	 	 	 
	Michael LaBarbera	 	H. Whitney Wagner
	 	 	 
	 	 	 
	Khaled El-Marsafy (Fourth and Market)	 	Joseph R. Wright
	 	 	 
	 	 	 
	Matthew McCooe	 	Young-Gak Yun
	 	 	 
	 	 	 
	Manuel D. Medina	 	 




 


 





[Signature Page to Third Amendment to
Registration Rights Agreement]







 


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