Exhibit 10.44
U.S. HELICOPTER CORPORATION
Downtown Manhattan Heliport
Xxxx 0, Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 1, 2005
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Xx. Xxxx X. Xxxxxx
Re: Investor Registration Rights Agreement
Dated August 23, 2005
Dear Xx. Xxxxxx:
Reference is made to the Investor Registration Rights Agreement
("Agreement") dated August 23, 2005 between U.S. Helicopter Corporation and
Cornell Capital Partners, LP. This letter confirms that the Agreement is hereby
amended in Section 2(a) thereof such that the figure "2,000,000 shares" is
hereby deleted and replaced with the figure "1,127,510 shares". The Agreement is
hereby ratified, approved and confirmed except as set forth herein. Kindly
confirm the agreement of Cornell Capital Partners, LP to the foregoing by
signing this letter and returning it to me. Thank you for your attention to
these matters.
Very truly yours,
U.S. Helicopter Corporation
By: /s/ Xxxxxx X. Xxxx, Xx.
--------------------------------
Xxxxxx X. Xxxx, Xx.
Senior Vice President and
Chief Financial Officer
AGREED TO AND CONFIRMED.
Cornell Capital Partners, LP
By: Yorkville Advisors, LLC
General Partner
By: /s/ Xxxx X. Xxxxxx
------------------------
Xxxx X. Xxxxxx
Portfolio Manager