September 20, 2005 Uses in Receipt of Documents Clause

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and/or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company to the Buyer or made available to the Buyer at the SEC Website (defined below); (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company or made available to the Buyer at the SEC Website (defined below) to the Buyer; (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and/or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company to the Buyer or made available to the Buyer at the SEC Website (defined below); (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and/or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company to the Buyer or made available to the Buyer at the SEC Website (defined below); (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and/or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company to the Buyer or made available to the Buyer at the SEC Website (defined below); (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.

Receipt of Documents from Common Stock Purchase Agreement

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).

Receipt of Documents. The Buyer and/or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii) all due diligence and other information provided by the Company to the Buyer or made available to the Buyer at the SEC Website (defined below); (iii) the Companys Prospectus filed with the SEC pursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions the Buyer submitted to the Company regarding an investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. Buyer acknowledges and agrees that the Companys representations and warranties are limited to exclusively those expressly stated in this Agreement and exclude any and all statements made in any other business plan, prospectus, projections, memorandum or other document or in any oral communication.