BACKGROUNDEscrow Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
RECITALSStockholders Agreement • January 10th, 2005 • U.S. Helicopter CORP • Delaware
ARTICLE 1.Security Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
WITNESSETH:Securities Purchase Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
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 • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
Exhibit 10.4 U.S. HELICOPTER CORPORATION PLACEMENT AGENT AGREEMENTAgent Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
Exhibit 10.8 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 4, 2004, by and among U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company"), and the undersigned investors...Investor Registration Rights Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
ARTICLE I. CERTAIN DEFINITIONSEquity Distribution Agreement • January 10th, 2005 • U.S. Helicopter CORP • New Jersey
PARTICIPATION IN FUTURE STOCK OPTION PLANS (TO BE ESTABLISHED BY THE COMPANYEmployment Agreement • January 10th, 2005 • U.S. Helicopter CORP
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 • January 10th, 2005
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").
TEMPORARY AGREEMENT for Commercial Operations at SIKORSKY MEMORIAL AIRPORT STRATFORD, CONNECTICUT Commercial OperatorTerms of Agreement • January 10th, 2005 • U.S. Helicopter CORP
Commercial Operator will provide insurance coverage naming the City of Bridgeport/Sikorsky Memorial Airport held harmless.
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 • January 10th, 2005
US HELICOPTERMarketing Services Agreement • January 10th, 2005 • U.S. Helicopter CORP
Exhibit 10.12 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 • January 10th, 2005
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 10.10 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 • January 10th, 2005
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 10.14 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 • January 10th, 2005
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").
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 • January 10th, 2005
This employment agreement covers the major points between US Helicopter and John G. Murphy (Jerry) and replaces all prior agreements.
FINANCE - TREASURY - ACCOUNTINGU.S. Helicopter CORP • January 10th, 2005
