EXHIBIT 3 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 • September 27th, 2005 • Capozzi John • Air transportation, scheduled • New Jersey
Exhibit 2 US HELICOPTER CORPORATION 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 Corporation (the "Company") and Cornell...Capozzi John • September 27th, 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 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 "Securitie
