Exhibit 2
US HELICOPTER CORPORATION
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 Corporation (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").
In 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 securities with respect to any of the Securities
registered in the name of the undersigned or beneficially owned by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the Company.
Dated: as of August 4, 2004
Signature
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[Redacted]
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Print Social Security Number
or Taxpayer I.D. Number
