SECOND AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • February 11th, 2015 • Chart Acquisition Group LLC • Blank checks • New York
THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March __, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
March __, 2015Letter Agreement • February 11th, 2015 • Chart Acquisition Group LLC • Blank checks
This second amended and restated letter agreement (“Letter Agreement”) amends and restates that certain amended and restated Letter Agreement, dated as of September 9, 2014 (the “Original Letter Agreement”) by and among Chart Acquisition Corp., a Delaware corporation (the “Company”), Deutsche Bank Securities, Inc. and Cowen and Company, LLC, as the representatives of the underwriters (the “Underwriters”) and the Insiders (as defined below). The Original Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between the Company and the Underwriters, relating to the Company’s underwritten initial public offering (the “Offering”), of 7,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering have been list
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • February 11th, 2015 • Chart Acquisition Group LLC • Blank checks • New York
SECOND AMENDED AND RESTATED ESCROW AGREEMENT, dated as of March [__], 2015 (“Agreement”), by and among Chart Acquisition Group, LLC (the “Representative”), Joseph Wright (“Wright”), and Cowen Investments LLLC (“Cowen Investments,” together with Wright and the Representative, the “Warrant Purchasers”), Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”) and Deutsche Bank Securities, Inc. (“DB”) and Cowen and Company, LLC (“Cowen”), with DB and Cowen acting as representatives of the several Underwriters (as defined below).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2015 • Chart Acquisition Group LLC • Blank checks • New York
This second amended and restated investment management trust agreement (“Agreement”) is made as of March [___], 2015, by and between Chart Acquisition Corp. (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
