NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [_____________], 2015 by each of John G. Gulbin, III, an individual residing in the State of South Carolina (“Gulbin”), and Tempus Intermediate Holdings, LLC, a Delaware limited liability company (“Tempus Jets”, and together with Gulbin, the “Subject Parties”), in favor of and for the benefit of Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”), Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”), and each of their respective present and future successors and direct and indirect Subsidiaries (collectively, the “Covered Parties”). Certain capitalized terms used in this Agreement are defined in Section 7(l) below.
TERMINATION AGREEMENTTermination Agreement • January 7th, 2015 • Chart Acquisition Corp. • Blank checks • Delaware
This TERMINATION AGREEMENT is made and entered into as of January 5, 2015 (this “Agreement”), by and among (i) Chart Acquisition Corp. (“Chart”), (ii) The Tempus Group Holdings, LLC, (“Buyer”), (iii) Tempus Intermediate Holdings, LLC (“TIH”), (iv) each of the members of TIH signatory hereto (the “Members”), (v) Benjamin Scott Terry and John G. Gulbin III, as the Members’ Representative (as defined in the Purchase Agreement (as defined below)) (the “Members’ Representative”), (vi) Chart Acquisition Group LLC, Mr. Joseph Wright and Cowen Overseas Investment LP, as the Warrant Offerors (as defined in the Purchase Agreement) (the “Warrant Offerors”), and (vii) Chart Acquisition Group, LLC, The Chart Group, L.P., Christopher D. Brady, Joseph Wright and Cowen Overseas Investment LP, as the Stockholders (as defined in the Stockholder Agreement (as defined below)) (the “Stockholders”).
AGREEMENT AND PLAN OF MERGER dated as of January 5, 2015 by and among TEMPUS APPLIED SOLUTIONS, LLC, THE MEMBERS, Members’ Representative, (solely for purposes of Sections 1.15, 1.16, 6.3, 6.5, 6.7, 6.11, 6.20, 6.21 and 8.7 and Articles II, IX, X, XI...Agreement and Plan of Merger • January 7th, 2015 • Chart Acquisition Corp. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 5th day of January, 2015, by and among (i) Tempus Applied Solutions, LLC, a Delaware limited liability company (the “Company”); (ii) each of the Persons set forth on Annex A (the “Members”, and, together with the Company, the “Seller Parties”); (iii) Benjamin Scott Terry and John G. Gulbin III, as Members’ Representative, solely for purposes of Sections 1.15, 1.16, 6.3, 6.5, 6.7, 6.11, 6.20, 6.21 and 8.7 and Articles II, IX, X, XI and XII or as otherwise expressly set forth in this Agreement; (iv) Chart Acquisition Corp., a Delaware corporation (“Parent”); (v) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“Pubco”); (vi) Chart Merger Sub Inc., a Delaware corporation (“Parent Merger Sub”); (vii) TAS Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub” and together with Parent Merger Sub, the “Merger Subs”, and together with Parent and Pubco, the “Parent Parties”); (vii
