Exhibit 10.11 US HELICOPTER, INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Agreement dated August 4, 2004 between US Helicopter, Inc. (the "Company") and Cornell Capital...U.S. Helicopter CORP • April 22nd, 2005 • Air transportation, scheduled
The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Agreement dated August 4, 2004 between US Helicopter, Inc. (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").
BACKGROUNDEscrow Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
RECITALSStockholders Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • Delaware
EXHIBIT 10.88 AMENDED & RESTATED SECURITY AGREEMENT THIS AMENDED & RESTATED SECURITY AGREEMENT (the "AGREEMENT"), is entered into and made effective as of March 30, 2007, by and between U.S. HELICOPTER CORPORATION, a Delaware corporation with its...Security Agreement • April 4th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
RECITALSNote Purchase Agreement • November 25th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
WITNESSETHSecurities Purchase Agreement • April 4th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
AMENDMENT NO. 3 TO AMENDED & RESTATED SECURITY AGREEMENTSecurity Agreement • March 19th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled
RECITALS:Consulting Agreement • May 12th, 2006 • U.S. Helicopter CORP • Air transportation, scheduled • New York
WITNESSETHSubordination Agreement • August 30th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled
WITNESSETHSecurities Purchase Agreement • March 19th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
WITNESSETHSecurities Purchase Agreement • April 4th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
DATED: MARCH 30, 2007 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...U.S. Helicopter CORP • April 4th, 2007 • Air transportation, scheduled
DATED: MARCH 31, 2008 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...U.S. Helicopter CORP • April 4th, 2008 • Air transportation, scheduled
RECITALS:Consulting Agreement • November 19th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
EXHIBIT 10.72 U.S. HELICOPTER CORPORATION 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT U.S. Helicopter Corporation, a Delaware corporation ("Company") hereby awards you (the "Grantee" named below) restricted shares of the Company's...U.S. Helicopter CORP • May 12th, 2006 • Air transportation, scheduled
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of August 4, 2004 by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware...Registration Rights Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
WITNESSETHSecurities Purchase Agreement • August 30th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
Exhibit 10.4 U.S. HELICOPTER CORPORATION PLACEMENT AGENT AGREEMENTAgent Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
EXHIBIT 10.76 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of November 10, 2006, by and among U.S. HELICOPTER CORPORATION, a Delaware corporation (the "COMPANY"), and the undersigned investors...Investor Registration Rights Agreement • November 14th, 2006 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
EXHIBIT 10.1 AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT THIS STANDBY EQUITY DISTRIBUTION AGREEMENT (the "Agreement") is entered into as of April 8, 2005 between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Equity Distribution Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
DATED: __________ ___, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION...Securities Purchase Agreement • November 14th, 2006 • U.S. Helicopter CORP • Air transportation, scheduled
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2007, by and among U.S. HELICOPTER CORPORATION, a Delaware corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
BACKGROUNDEscrow Agreement • August 31st, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
RECITALS:Pledge and Escrow Agreement • November 19th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
RECITALSConvertible Note Purchase Agreement • April 15th, 2008 • U.S. Helicopter CORP • Air transportation, scheduled • New York
EXHIBIT 10.71 AMENDMENT NO. 2 TO AMENDED & RESTATED SECURITY AGREEMENTSecurity Agreement • August 30th, 2007 • U.S. Helicopter CORP • Air transportation, scheduled
FINANCEEmployment Agreement • June 27th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
FINANCE - TREASURY - ACCOUNTINGU.S. Helicopter CORP • June 27th, 2005 • Air transportation, scheduled
MEMORANDUM TO: Gabe Roberts Rue Reynolds FROM: Jerry Murphy DATE: April 16, 2004 SUBJECT: EMPLOYMENT AGREEMENT Gabe/Rue: This employment agreement covers the major points between US Helicopter and John G. Murphy (Jerry) and replaces all prior...U.S. Helicopter CORP • June 27th, 2005 • Air transportation, scheduled
This employment agreement covers the major points between US Helicopter and John G. Murphy (Jerry) and replaces all prior agreements.
Exhibit 10.10 US HELICOPTER, INC. The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Agreement dated August 4, 2004 between US Helicopter, Inc. (the "Company") and Cornell Capital...U.S. Helicopter CORP • April 22nd, 2005 • Air transportation, scheduled
The undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Agreement dated August 4, 2004 between US Helicopter, Inc. (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").
Exhibit 10.29 US HELICOPTER TERENCE O. DENNISON: - EMPLOYMENT AGREEMENT - DATED AUGUST 24, 2004; EFFECTIVE SEPTEMBER 1, 2004 (START DATE). - POSITION - SENIOR VICE PRESIDENT and CHIEF OPERATING OFFICER - RESPONSIBIITIES (Broad Overview) - FLIGHT...U.S. Helicopter CORP • April 22nd, 2005 • Air transportation, scheduled
TEMPORARY AGREEMENT for Commercial Operations at SIKORSKY MEMORIAL AIRPORT STRATFORD, CONNECTICUT Commercial OperatorTerms of Agreement • June 27th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
Commercial Operator will provide insurance coverage naming the City of Bridgeport/Sikorsky Memorial Airport held harmless.
MARKETING - SALES - RESERVATIONSEmployment Agreement • June 27th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 14th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 26, 2005, is entered into by and between U.S. HELICOPTER CORPORATION, a Delaware corporation (the “Company”), and the Buyer listed on Schedule I attached hereto (“Buyer”).
VESTING DATE NUMBER OF OPTIONSU.S. Helicopter CORP • April 15th, 2008 • Air transportation, scheduled • Delaware
