Common use of HELICOPTER CORPORATION Clause in Contracts

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 INVESTOR: CORNELL CAPITAL PARTNERSThe undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Commitment Period as defined in the Standby Equity Distribution Agreement dated April __, 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 2005 between U.S. Helicopter Corporation, a Delaware corporation 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 StockLock-up Period"). Pursuant , 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 Standby Equity Distribution Agreementpurchase or sale of, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of except pursuant to which Rule 144 of the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) General Rules and Regulations under the Securities Act of 1933, as amended 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 "1933 ActSecurities"). In connection order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Company's obligations under securities with respect to any of the Registration Rights AgreementSecurities registered in the name of the undersigned or beneficially owned by the undersigned, on ____________ ____, and the Company filed a Registration Statement on Form ________ (File Noundersigned hereby confirms the undersigned's investment in the Company. 333-Dated: _____________) (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 By2005 Signature __________________________________________ Address:__________________________________ City, State, Zip Code:____________________ __________________________________________ Print Social Security Number or Taxpayer I.D. Number

HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERSThe undersigned hereby agrees that for a period commencing on the date hereof and expiring on the termination of the Commitment Period as defined in the Standby Equity Distribution Agreement dated August __, 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 2004 between U.S. Helicopter Corporation, a Delaware corporation 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 StockLock-up Period"). Pursuant , 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 Standby Equity Distribution Agreementpurchase or sale of, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of except pursuant to which Rule 144 of the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) General Rules and Regulations under the Securities Act of 1933, as amended 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 "1933 ActSecurities"). In connection order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Company's obligations under securities with respect to any of the Registration Rights AgreementSecurities registered in the name of the undersigned or beneficially owned by the undersigned, on ____________ ____, and the Company filed a Registration Statement on Form ________ (File Noundersigned hereby confirms the undersigned's investment in the Company. 333-Dated: _____________) (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 By2004 Signature ______________________________________ Address:______________________________ City, State, Zip Code:________________ ______________________________________ Print Social Security Number or Taxpayer I.D. Number

HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERSSCHEDULE I SCHEDULE OF BUYERS ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF BUYER ---- --------- --------------- Cornell Capital Partners, LP BYBy: YORKVILLE ADVISORSYorkville Advisors, LLC ITS000 Xxxxxx Xxxxxx - Suite 3700 Its: GENERAL PARTNER General Partner Xxxxxx Xxxx, XX 00000 Facsimile: (000) 000-0000 By: /s/ Xxxx X. Xxxxxx ------------------------------ -------------------- Name: Xxxx X. Xxxxxx TitleIts: 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 Securities Purchase Agreement (the "Standby Equity Distribution Securities Purchase Agreement") entered into by and between among the Company and Cornell Capital Partnersthe investors named therein (collectively, LP (the "InvestorInvestors") pursuant to which the Company issued to the Investor Investors shares of its Common Stock, par value $.001 per share (the "Common Stock"). Pursuant to the Standby Equity Distribution Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Investors (the "Investor 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 ________ SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission SEC (the "SEC") relating to the Registrable Securities which names each of the Investor Investors as a selling stockholder thereunderthere under. 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:__________________________ cc: [LIST NAMES OF INVESTORS]

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:__________________________ cc: CORNELL CAPITAL PARTNERS, LP

HELICOPTER CORPORATION. By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: President & CEO INVESTOR: CORNELL CAPITAL PARTNERSSCHEDULE I SCHEDULE OF BUYERS ADDRESS/FACSIMILE NAME SIGNATURE NUMBER OF BUYER ---- --------- --------------- Cornell Capital Partners, LP BYBy: YORKVILLE ADVISORSYorkville Advisors, LLC ITS000 Xxxxxx Xxxxxx - Suite 3700 Its: GENERAL PARTNER General Partner Xxxxxx Xxxx, XX 00000 Facsimile: (000) 000-0000 By: /s/ Xxxx X. Xxxxxx ------------------------------ -------------------- Name: Xxxx X. Xxxxxx TitleIts: 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 Securities Purchase Agreement (the "Standby Equity Distribution Securities Purchase Agreement") entered into by and between among the Company and Cornell Capital Partnersthe investors named therein (collectively, LP (the "InvestorInvestors") pursuant to which the Company issued to the Investor Investors shares of its Common Stock, par value $.001 per share (the "Common Stock"). Pursuant to the Standby Equity Distribution Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investor Investors (the "Investor 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 ________ SB-2 (File No. 333-_____________) (the "Registration Statement") with the Securities and Exchange Commission SEC (the "SEC") relating to the Registrable Securities which names each of the Investor Investors as a selling stockholder thereunderthere under. 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:_________________________Xxxxxx