HELICOPTER CORPORATION. By: -------------------------------------------- Xxxx X. Xxxxxx Chief Executive Officer and President ------------------------------------ XXXX XXXXXX EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM ATTORNEYS REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. PROMISSORY NOTE February __, 2008 THREE HUNDRED THOUSAND DOLLARS 10% NOTE FOR VALUE RECEIVED, U.S. HELICOPTER CORPORATION, a Delaware corporation (the "Company") hereby promises to pay to the order of XXXX XXXXXX (the "Holder"), or his registered assigns, the principal sum of THREE HUNDRED THOUSAND DOLLARS AND 00/100 ($300,000.00), and to pay interest from the date hereof on the outstanding principal sum based on a 360-day year, such interest to accrue from the date hereof (the "Closing Date"). The Note shall bear interest at the rate of 10% per annum based on a 360 day year, of which 120 days' worth shall be paid by the Company in advance on the Closing Date. The interest paid shall be non-refundable in the event of early repayment. The principal and accrued but unpaid interest shall be paid in full on the earlier of (1) the first closing of a private placement of the Company's debt or equity securities (other than a bridge financing), or (2) one year from the Closing Date (the "Maturity Date"). This Note is an authorized issue of a $300,000 10% Note of the Company (the "Note") issued pursuant to a Note Purchase Agreement dated as of February __, 2008 between the Company and the Holder (the "Note Purchase Agreement"). The Holder of this Note is entitled to the benefits of the Note Purchase Agreement and to enforce the agreements of the Company contained therein. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Note Purchase Agreement. All payments shall be paid in lawful money of the United States of America at the principal office of the Holder or at such other place as the Holder may designate from time to time in writing to the Company.
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ------------------------------ Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT INSERT Attention: Re: U.S. HELICOPTER CORPORATION Ladies and Gentlemen: We are counsel to U.S. Helicopter Corporation, a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Standby Equity Distribution Agreement (the "Standby Equity Distribution Agreement") entered into by and between the Company and Cornell Capital Partners, LP (the "Investor") pursuant to which the Company issued to the Investor shares of its Common Stock, par value $.001 per share (the "Common Stock"). Pursuant to the Standby Equity Distribution Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, Xxxxxxxxx, Xxxxxx & Xxxxxx By:_________________________
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ------------------------------ Name: Xxxx Xxxxxx Title: Portfolio Manager XXXXXX XXXXXXXX LLP By: /s/ Xxxxx Xxxxxxxx ------------------------------ Name: Xxxxx Xxxxxxxx, Esq. Title: Partner
HELICOPTER CORPORATION. By: ------------------------ George J. Mehm, Jr. Chief Fixxxxxxx Xxxxxxx
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ---------------------------- Name: Xxxx X. Xxxxxx Title: President & CEO SECURED PARTY: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ---------------------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A DEFINITION OF PLEDGED PROPERTY For the purpose of securing prompt and complete payment and performance by the Company of all of the Obligations, the Company unconditionally and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following Pledged Property of the Company:
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer Stockholders: /s/ Xxxx X. Xxxxxx --------------------------------------------- Xxxx X. Xxxxxx, as an individual /s/ Xxxxxxx X. Xxxxxxx --------------------------------------------- Xxxxxxx X. Xxxxxxx, as an individual /s/ Rue Xxxxxxxx --------------------------------------------- Rue Xxxxxxxx, as an individual /s/ Xxxxxx Xxxx --------------------------------------------- Xxxxxx Xxxx, as an individual /s/ Xxxxxx X. Xxxxxxxxx --------------------------------------------- Xxxxxxxxx, Xxxxxx & Xxxxxx By: Xxxxxx X. Xxxxxxxxx, Esq. /s/ Col. Xxxxxxx Xxxxxx --------------------------------------------- Col. Xxxxxxx Xxxxxx /s/ Xxxxx XxXxxxxxxx --------------------------------------------- Xxxxx XxXxxxxxxx /s/ Xxxx Xxxxxxx --------------------------------------------- Xxxx Xxxxxxx 18 July ___, 2004 EXHIBIT A LIST OF STOCKHOLDERS NAME STATUS NUMBER OF SHARES HELD ---- ------ --------------------- Xxxx X. Xxxxxx Individual Stockholder 7,029,000 Xxxxxxx X. Xxxxxxx Individual Stockholder 4,899,000 Rue Xxxxxxxx Individual Stockholder 639,000 Xxxx Xxxxxxx Individual Stockholder 3,897,900 Xxxxx XxXxxxxxxx Individual Stockholder 3,450,600 Xxxxxx Xxxx Individual Stockholder 639,000 Xxxxxxxxx, Xxxxxx & Xxxxxx Individual Stockholder 532,500 Col. Xxxxxxx Xxxxxx Individual Stockholder 213,000 TOTAL SHARES 21,300,000 EXHIBIT B ADDITIONAL PARTY SIGNATURE PAGE The undersigned hereby executes the Stockholders Agreement, dated as of July ___, 2004 (the "Agreement"), by and among U.S. Helicopter Corporation, a Delaware corporation, and each of the Stockholders listed on Exhibit A thereto, authorizes this Additional Party Signature Page to be attached to a counterpart of such agreement, and agrees to be bound by such agreement as if the undersigned had executed such agreement on the date of its original execution.
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO THE BUYER'S(S') SIGNATURES ARE CONTAINED ON SCHEDULE I HERETO EXHIBIT A DISCLOSURE SCHEDULE DRAFT DATED JULY 23, 2004 1:25 P.M. EXHIBIT A DISCLOSURE SCHEDULE a. Organization and Qualification: None.
HELICOPTER CORPORATION. By: /S/ JOHN G. MURPHY --- ------------------ Name: John G. Murphy Title: Chxxx Xxxxxxxxx Officer EXHIBIT "A" NOTICE OF CONVERSION (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE) TO: The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Debenture into Shares of Common Stock of U.S. Helicopter Corporation, according to the conditions stated therein, as of the Conversion Date written below.
HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------- Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERS, LP BY: YORKVILLE ADVISORS, LLC ITS: GENERAL PARTNER By: /s/ Xxxx Xxxxxx ---------------- Name: Xxxx Xxxxxx Title: Portfolio Manager EXHIBIT A ADVANCE NOTICE/COMPLIANCE CERTIFICATE U.S. HELICOPTER CORPORATION The undersigned, Xxxx X. Xxxxxx hereby certifies, with respect to the sale of shares of Common Stock of U.S. Helicopter Corporation (the "Company"), issuable in connection with this Advance Notice and Compliance Certificate dated ___________________ (the "Notice"), delivered pursuant to the Standby Equity Distribution Agreement (the "Agreement"), as follows:
HELICOPTER CORPORATION. By: ----------------------------------- Name: Title: EXECUTIVE -------------------------------------- Name:
