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
ARTICLE 1.Security Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New Jersey
WITNESSETH:Securities Purchase Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • 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 • April 22nd, 2005 • 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 10.8 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 • April 22nd, 2005 • 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
PARTICIPATION IN FUTURE STOCK OPTION PLANS (TO BE ESTABLISHED BY THE COMPANY)Employment Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
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").
TEMPORARY AGREEMENT for Commercial Operations at SIKORSKY MEMORIAL AIRPORT STRATFORD, CONNECTICUT Commercial OperatorTerms of Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
Commercial Operator will provide insurance coverage naming the City of Bridgeport/Sikorsky Memorial Airport held harmless.
Exhibit 10.15 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").
RECITALS:And Investment Banking Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • California
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
US HELICOPTERMarketing Services Agreement • April 22nd, 2005 • U.S. Helicopter CORP • Air transportation, scheduled
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 10.12 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 • 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").
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 • April 22nd, 2005 • Air transportation, scheduled
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 • April 22nd, 2005 • Air transportation, scheduled
