HELICOPTER CORPORATION. By: ------------------------------------- John G. Murphy Chief Exexxxxxx Xxxxxxx and President PORTFOLIO LENDERS II, LLC By: ------------------------------------- Thomas P. Gallagher Authxxxxxx Xxxxxxx EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. PROMISSORY NOTE September 12, 2008 ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS 15% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of PORTFOLIO LENDERS II, LLC (the "Holder"), or its registered assigns, the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100 ($125,000.00), and to pay interest from the date hereof on the outstanding principal sum at the rate of 15% per annum based on a 365-day year, such interest to accrue from the date hereof (the "Closing Date"). The principal and accrued but unpaid interest shall be paid in full 30 days after the date hereof (the "Maturity Date"). This Note is an authorized issue of a 15% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of the date hereof between the Company and the Holder (the "Note Purchase Agreement"). The Holder of this Note is entitled to the benefits of the Note Purchase Agreement and to enforce the agreements of the Company contained therein. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Note Purchase Agreement. All payments shall be paid in lawful money of the United States of America at the principal office of the Holder or at such other place as the Holder may designate from time to time in writing to the Company.
HELICOPTER CORPORATION. By: ------------------------ George J. Mehm, Jr. Chief Fixxxxxxx Xxxxxxx
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ------------------------------ Name: Xxxx Xxxxxx Title: Portfolio Manager XXXXXX XXXXXXXX LLP By: /s/ Xxxxx Xxxxxxxx ------------------------------ Name: Xxxxx Xxxxxxxx, Esq. Title: Partner
HELICOPTER CORPORATION. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Commitment Period as defined in the Standby Equity Distribution Agreement dated August __, 2004 between U.S. Helicopter Corporation (the "Company") and Cornell Capital Partners, LP (the "Investor") (the "Lock-up Period"), he, she or it will not, directly or indirectly, without the prior written consent of the Investor, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of except pursuant to Rule 144 of the General Rules and Regulations under the Securities Act of 1933, any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the "Securities"). In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Company's securities with respect to any of the Securities registered in the name of the undersigned or beneficially owned by the undersigned, and the undersigned hereby confirms the undersigned's investment in the Company. Dated: _______________, 2004 Signature ______________________________________ Address:______________________________ City, State, Zip Code:________________ ______________________________________ Print Social Security Number or Taxpayer I.D. Number
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer Stockholders: /s/ Xxxx X. Xxxxxx --------------------------------------------- Xxxx X. Xxxxxx, as an individual /s/ Xxxxxxx X. Xxxxxxx --------------------------------------------- Xxxxxxx X. Xxxxxxx, as an individual /s/ Rue Xxxxxxxx --------------------------------------------- Rue Xxxxxxxx, as an individual /s/ Xxxxxx Xxxx --------------------------------------------- Xxxxxx Xxxx, as an individual /s/ Xxxxxx X. Xxxxxxxxx --------------------------------------------- Xxxxxxxxx, Xxxxxx & Xxxxxx By: Xxxxxx X. Xxxxxxxxx, Esq. /s/ Col. Xxxxxxx Xxxxxx --------------------------------------------- Col. Xxxxxxx Xxxxxx /s/ Xxxxx XxXxxxxxxx --------------------------------------------- Xxxxx XxXxxxxxxx /s/ Xxxx Xxxxxxx --------------------------------------------- Xxxx Xxxxxxx 18 July ___, 2004 EXHIBIT A LIST OF STOCKHOLDERS NAME STATUS NUMBER OF SHARES HELD ---- ------ --------------------- Xxxx X. Xxxxxx Individual Stockholder 7,029,000 Xxxxxxx X. Xxxxxxx Individual Stockholder 4,899,000 Rue Xxxxxxxx Individual Stockholder 639,000 Xxxx Xxxxxxx Individual Stockholder 3,897,900 Xxxxx XxXxxxxxxx Individual Stockholder 3,450,600 Xxxxxx Xxxx Individual Stockholder 639,000 Xxxxxxxxx, Xxxxxx & Xxxxxx Individual Stockholder 532,500 Col. Xxxxxxx Xxxxxx Individual Stockholder 213,000 TOTAL SHARES 21,300,000 EXHIBIT B ADDITIONAL PARTY SIGNATURE PAGE The undersigned hereby executes the Stockholders Agreement, dated as of July ___, 2004 (the "Agreement"), by and among U.S. Helicopter Corporation, a Delaware corporation, and each of the Stockholders listed on Exhibit A thereto, authorizes this Additional Party Signature Page to be attached to a counterpart of such agreement, and agrees to be bound by such agreement as if the undersigned had executed such agreement on the date of its original execution.
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ---------------------------- Name: Xxxx X. Xxxxxx Title: President & CEO SECURED PARTY: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ---------------------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A DEFINITION OF PLEDGED PROPERTY For the purpose of securing prompt and complete payment and performance by the Company of all of the Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following Pledged Property of the Company:
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO THE BUYER'S(S') SIGNATURES ARE CONTAINED ON SCHEDULE I HERETO EXHIBIT A DISCLOSURE SCHEDULE DRAFT DATED JULY 23, 2004 1:25 P.M. EXHIBIT A DISCLOSURE SCHEDULE a. Organization and Qualification: None.
HELICOPTER CORPORATION. By: /S/ JOHN G. MURPHY --- ------------------ Name: John G. Murphy Title: Chxxx Xxxxxxxxx Officer EXHIBIT "A" NOTICE OF CONVERSION (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE) TO: The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Debenture into Shares of Common Stock of U.S. Helicopter Corporation, according to the conditions stated therein, as of the Conversion Date written below.
HELICOPTER CORPORATION. By: -------------------------------------- Name: Title: EXECUTIVE --------------------------------------- Name:
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------- Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ---------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A ADVANCE NOTICE/COMPLIANCE CERTIFICATE U.S. HELICOPTER CORPORATION The undersigned, Xxxx X. Xxxxxx hereby certifies, with respect to the sale of shares of Common Stock of U.S. Helicopter Corporation (the "Company"), issuable in connection with this Advance Notice and Compliance Certificate dated ___________________ (the "Notice"), delivered pursuant to the Standby Equity Distribution Agreement (the "Agreement"), as follows:
