0001213900-15-006261 Sample Contracts

THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 17th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services

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.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York

This Securities Purchase Agreement (this “Agreement”) is entered into as of the 14th day of August, 2015, by and among Tempus Applied Solutions Holdings, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto and set forth on Exhibit A hereto (each, in its capacity as an investor hereunder, and not in any other capacity, an “Investor” and, collectively, the “Investors”), with reference to the following facts:

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