0000893220-05-002658 Sample Contracts

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 14th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New York

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”).

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HELICOPTER LEASE AGREEMENT
Helicopter Lease Agreement • November 14th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New York

THIS HELICOPTER LEASE AGREEMENT, dated as of November 1, 2005 (this “Lease”), is entered into by and between U.S. HELICOPTER CORPORATION, with offices at Downtown Manhattan Heliport, 6 East River Piers, Suite 216, New York, NY 10004 (“Lessee”) and [REDACTED]* with offices [REDACTED]* (“Lessor”).

CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • November 14th, 2005 • U.S. Helicopter CORP • Air transportation, scheduled • New York

THIS AGREEMENT (“Agreement”) is made as of this 26th day of October, 2005, between U.S. HELICOPTER CORPORATION (the “Company”), a Delaware corporation, and PORTFOLIO LENDERS II, LLC, a New Jersey limited liability company (the “Purchaser”).

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