Tempus Applied Solutions, LLC agreed to acquire Chart Acquisition Corp. (OTCPK:TMPS) in a reverse merger transaction on January 5, 2015. Under the terms, Tempus will receive 5.25 million shares at $9.77 per share and will also receive 4.75 million shares after achievement of certain financial milestones. An earn out payment of 4.75 million shares will be paid in such a way that, 2 million shares based on EBITDA of $17.5 million within 18 months and 2.75 million shares based on EBITDA of $22.5 million within 18 months. On closing, Tempus' senior management will serve as the senior management of the combined entity, Tempus' former equity owners may own a majority voting interest in the combined entity and be able to elect a majority of the combined entity's board of directors. After the merger, Chart and Tempus will combine under a new holding company called Tempus Applied Solutions Holdings, Inc. Shares and warrants of the new company are expected to list on the Nasdaq Capital Market under the symbols “TMPS” and “TMPSW". On March 20, 2015, Chart Acquisition Corp entered into a first amendment to merger agreement. The terms of the amendment provide decreasing the aggregate number of shares of Tempus Holdings common stock to be delivered at the closing from 5.25 million shares to 3.7 million shares. On June 10, 2015, as per the second amended merger agreement filed, Chart Acquisition entered into, prior to the closing of the business combination, financing agreement with old and new investors for an amount of $16 million. The purpose of the financing is to ensure that Chart will have sufficient funds to close the acquisition. Each of the New Investor Purchase Agreements and the Affiliate Investor Purchase Agreements may be terminated by any party thereto if the deal has not occurred on or prior to July 31, 2015.

The transaction is subject to approval of Chart Acquisition shareholders, governmental approval, consummation of financing, registration statement on Form S-4 becoming effective and the condition that combined assets and liabilities of Chart and Tempus on closing should be such that there will be net tangible assets of at least $5 million plus an additional amount of unrestricted cash and cash equivalents. As of June 11, 2015, the closing was extended from June 13, 2015 to July 31, 2015. The shareholders of Chart in the special meeting held on July 31, 2015 have approved the transaction. Cowen and Company, LLC acted as the financial advisor and Douglas S. Ellenoff and Richard Baumann of Ellenoff Grossman & Schole LLP acted as legal advisors to Chart Acquisition Corp. BB&T Securities, LLC acted as the financial advisor and Gary C. Ivey and T. Scott Kummer of Alston & Bird, LLP acted as legal advisors to Tempus Applied Solutions, LLC. Continental Stock Transfer & Trust Company acted as the depositary in the transaction. Morrow & Co. acted as proxy solicitor for Chart Acquisition and would be paid $0.03 million as advisory fee.