**Exhibit 10.6****COMMON STOCK PURCHASE AGREEMENT**     **THISCOMMON 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”).**WITNESSETH:**     **WHEREAS**, the Company and the Buyer are executing and delivering this Agreement in relianceupon an exemption from securities registration pursuant to Section 4(2) of the Securities Act of1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D (“RegulationD”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC” or the“Commission”) under the Securities Act; and     **WHEREAS**, the parties desire that, upon the terms and subject to the conditions containedherein, the Company shall issue and sell to the Buyer, as provided herein, and the Buyer shallpurchase the number of shares of the Company’s common stock, par value $0.001 (the “CommonStock”) set forth on Schedule I for a total purchase price of $1.00 per share (the“Purchase Price”) (the “Subscription Amount”).     **NOW, THEREFORE**, in consideration of the mutual covenants and other agreements contained inthis Agreement the Company and the Buyer hereby agree as follows:**1.****PURCHASE AND SALE OF COMMON STOCK****.**     (a) **Purchase of Shares****.**Subject to the satisfaction (or waiver) of the terms andconditions of this Agreement, the Buyer agrees to purchase at Closing (as defined herein below) andthe Company agrees to sell and issue to the Buyer at Closing, Common Stock in the amountcorresponding with the Subscription Amount set forth opposite the Buyer’s name on Schedule I hereto(the “Shares”). Upon execution hereof by the Buyer, the Buyer shall wire transfer the SubscriptionAmount set forth opposite his name on Schedule I in same-day funds to the trust account of theCompany’s legal counsel as provided on Exhibit A attached hereto.     (b) **Warrants****.**The Company agrees to issue and deliver to the Buyer at Closing awarrant to purchase the number of shares of Common Stock set forth opposite the Buyer’s name onSchedule I hereto (the “Warrant”). The Warrant shall have an exercise price equal to $1.00 pershare, shall be immediately exercisable and shall expire three (3) years from the Closing Date.     (c) **The Warrant Shares****.**The Company has authorized and has reserved and covenants tocontinue to reserve, free of preemptive rights and other similar contractual rights ofstockholders, such number of shares of Common Stock as shall from time to time be sufficient toeffect the exercise of the Warrant. Any shares of Common Stock issuable upon exercise of theWarrant (and such shares when issued) are herein referred to as the “Warrant Shares”.
 

 
     (d) **Closing Date****.**The Closing of the purchase and sale of the Shares shall take placeat 10:00 a.m. Eastern Daylight Time on or before the tenth (10th) business day followingthe date hereof, unless all conditions precedent to the Closing have been satisfied by the Partiesprior to such date (the “Closing Date”). The Closing shall occur on the Closing Date at theoffices of Gallagher, Briody & Butler in Princeton, New Jersey (or such other place as is mutuallyagreed to by the Company and the Buyer).     (e) **Form of Payment**. Upon execution hereof by the Buyer, the aggregate proceeds ofthe sale of the Shares to Buyer pursuant hereto shall be deposited via wire transfer to the trustaccount of the Company’s legal counsel described on Exhibit A attached hereto. In the event thatthe Closing does not occur as provided herein, the aggregate proceeds shall be returned to theBuyer via wire transfer to an account designated by the Buyer.**2.****BUYER’S REPRESENTATIONS AND WARRANTIES****.**     The Buyer represents and warrants, severally and not jointly, that:     (a) **Investment Purpose****.**The Buyer is acquiring the Shares, for its own account forinvestment only and not with a view towards, or for resale in connection with, the public sale ordistribution thereof, except pursuant to sales registered or exempted under the Securities Act.     (b) **Accredited Investor Status****.**The Buyer is an “Accredited Investor” as thatterm is defined in Rule 501(a) of Regulation D.     (c) **Reliance on Exemptions**. The Buyer understands that the Shares, the Warrant andthe Warrant Shares are being offered and sold to it in reliance on specific exemptions from theregistration requirements of United States federal and state securities laws and that the Companyis relying in part upon the truth and accuracy of the representations and warranties of Buyer setforth herein in order to determine the availability of such exemptions and the eligibility of theBuyer to acquire such securities.     (d) **Information**. The Buyer and its advisors (and its counsel), if any, have beenfurnished with all materials relating to the business, finances and operations of the Company andinformation it has deemed material to making an informed investment decision regarding its purchaseof the Shares, the Warrant and the Warrant Shares, in each case which have been requested by theBuyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions ofthe Company and its management. Neither such inquiries nor any other due diligence investigationsconducted by the Buyer or its advisors, if any, or its representatives shall modify, amend oraffect the Buyer’s right to rely on the Company’s representations and warranties contained inSection 3 below. The Buyer understands that its investment in the Shares, the Warrant and theWarrant Shares involves a high degree of risk and the Buyer has the financial wherewithal to loseits entire investment and understands that it could lose its entire investment. The Buyer hassought such accounting, legal and tax advice, as it has considered necessary to make an informedinvestment decision with respect to its acquisition of the Shares, the Warrant and the WarrantShares.     (e) **No Governmental Review**. The Buyer understands that no United States federal orstate agency or any other government or governmental agency has passed on or made any
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recommendation or endorsement of the Shares, the Warrant or the Warrant Shares, or thefairness or suitability of the investment in the Shares, the Warrant or the Warrant Shares nor havesuch authorities passed upon or endorsed the merits of the offering of the Shares, the Warrant orthe Warrant Shares. The Buyer understands and acknowledges that the Company has undertaken andwill undertake no efforts to comply with any laws of any jurisdiction outside the United Statesrelating to the issuance and sale of its securities except as may be provided herein.     (f) **Rule 144****.**The Buyer understands that the Shares must be held indefinitely unlesssuch Shares are registered under the Securities Act or an exemption from registration is available.The Buyer acknowledges that such Buyer is familiar with Rule 144, promulgated pursuant to theSecurities Act (“Rule 144”), and that until the Shares and Warrant Shares are registered under theSecurities Act in accordance with Section 7 below, Rule 144 permits resales of the Shares or theWarrant Shares only under certain circumstances. The Buyer understands that to the extent thatRule 144 is not available, the Buyer will be unable to sell any Shares without either registrationunder the Securities Act or the existence of another exemption from such registration requirement.     (g) **Legends****.**The Buyer understands that until the Shares and Warrant Shares areregistered under the Securities Act in accordance with Section 7 below, the certificates or otherinstruments representing the Shares and the Warrant Shares shall bear a restrictive legend insubstantially the following form (and a stop transfer order may be placed against transfer of suchstock certificates):THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ORAPPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIREDSOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE ANDMAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THEABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIESUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLEFORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLESTATE SECURITIES LAWS.          The legend set forth above shall be removed from the Shares and the Warrant Shares and theCompany shall within two (2) business days issue a certificate without such legend to the holder ofthe Shares and the Warrant Shares upon which it is stamped, if, unless otherwise required by statesecurities laws, (i) in connection with a sale transaction, provided the Shares and the WarrantShares are registered under the Securities Act or (ii) in connection with a sale transaction, aftersuch holder provides the Company with an opinion of counsel, which opinion shall be in form,substance and scope customary for opinions of counsel in comparable transactions, to the effectthat a public sale, assignment or transfer of the Shares and
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the Warrant Shares may be made without registration under the Securities Act. The legend set forthabove shall be removed from the Shares and the Warrant Shares and the Company shall issue acertificate without such legend to the holder of the Shares and the Warrant Shares immediately uponthe registration of the Shares and the Warrant Shares under the Securities Act in accordance withSection 7 below.     (h) **Authorization, Enforcement****.**The Buyer has full power and authority to enter intothis Agreement. This Agreement has been duly and validly authorized, executed and delivered onbehalf of the Buyer and is a valid and legally binding agreement of such Buyer enforceable inaccordance with its terms, except as such enforceability may be limited by general principles ofequity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and othersimilar laws relating to, or affecting generally, the enforcement of applicable creditors’ rightsand remedies. All necessary corporate action has been taken with respect to the Buyer to authorizeand approve this Agreement and Buyer is under no obligation to obtain any approval, consent, orother action from any third party in order for Buyer to consummate the transaction contemplatedhereby.     (i) **Receipt of Documents****.**The Buyer and or its counsel has received and read in theirentirety: (i) this Agreement and each representation, warranty and covenant set forth herein; (ii)all due diligence and other information provided by the Company or made available to the Buyer atthe SEC Website (defined below) to the Buyer; (iii) the Company’s Prospectus filed with the SECpursuant to Rule 424(b)(3) on September 20, 2005; and (iv) written answers to all questions theBuyer submitted to the Company regarding an investment in the Company; and the Buyer has relied onthe information contained therein and has not been furnished any other documents, literature,memorandum or prospectus. Buyer acknowledges and agrees that the Company’s representations andwarranties are limited to exclusively those expressly stated in this Agreement and exclude any andall statements made in any other business plan, prospectus, projections, memorandum or otherdocument or in any oral communication.     (j) **Due Formation of Corporate and Other Buyers****.**If the Buyer is a corporation,trust, partnership or other entity that is not an individual person, it has been formed and validlyexists and has not been organized for the specific purpose of purchasing the Shares and is notprohibited from doing so.     (k) **No Legal Advice From the Company****.**The Buyer acknowledges, that it had theopportunity to review this Agreement and the transactions contemplated by this Agreement with hisor its own legal counsel and investment and tax advisors. The Buyer is relying solely on suchcounsel and advisors and not on any statements or representations of the Company or any of itsrepresentatives or agents for legal, tax or investment advice with respect to this investment, thetransactions contemplated by this Agreement or the securities laws of any jurisdiction.**3.****REPRESENTATIONS AND WARRANTIES OF THE COMPANY****.**     The Company represents and warrants to the Buyer that, except as set forth in the SECDocuments (as defined herein):
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     (a) **Organization and Qualification****.**The Company is a corporation duly organized andvalidly existing in good standing under the laws of the jurisdiction in which it is incorporated,and has the requisite corporate power and authority to own its properties and to carry on itsbusiness as presently conducted. The Company is duly qualified to do business and is in goodstanding in every jurisdiction in which the nature of the business conducted by it makes suchqualification necessary, except to the extent that the failure to be so qualified or be in goodstanding would not have a material adverse effect on the Company and its subsidiaries taken as awhole.     (b) **Authorization, Enforcement, Compliance with Other Instruments****.**(i) The Companyhas the requisite corporate power and authority to enter into and perform this Agreement, and anyrelated agreements, and to issue the Shares, the Warrant and the Warrant Shares in accordance withthe terms hereof and thereof, (ii) the execution and delivery of this Agreement and any relatedagreements by the Company and the consummation by it of the transactions contemplated hereby andthereby, including, without limitation, the issuance of the Shares, the Warrant and the WarrantShares have been duly authorized by the Company’s Board of Directors and no further consent orauthorization is required by the Company, its Board of Directors or its stockholders, (iii) thisAgreement and any related agreements have been duly executed and delivered by the Company, (iv)this Agreement and any related agreements constitute the valid and legally binding obligations ofthe Company enforceable against the Company in accordance with their terms, except as suchenforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, theenforcement of creditors’ rights and remedies.     (c) **Capitalization****.**The authorized capital stock of the Company consists of95,000,000 shares of Common Stock, par value $.001 per share and 5,000,000 shares of PreferredStock. As of the date hereof, and as of the Closing Date, the Company has 24,545,723 shares ofCommon Stock and 316,000 shares of Preferred Stock issued and outstanding. All of such outstandingshares of Common Stock and Preferred Stock have been duly authorized and are validly issued fullypaid and nonassessable. Except as disclosed in the SEC Documents (as defined in Section 3(f)) orthe Disclosure Schedule attached hereto as Exhibit B, no shares of Common Stock are subject topreemptive rights or any other similar rights or any liens or encumbrances suffered or permitted bythe Company. Except as disclosed in the SEC Documents or the Disclosure Schedule, as of the dateof this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe to,calls or commitments of any character whatsoever relating to, or securities or rights convertibleinto, any shares of capital stock of the Company, or contracts, commitments, understandings orarrangements by which the Company is or may become bound to issue additional shares of capitalstock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments ofany character whatsoever relating to, or securities or rights convertible into, any shares ofcapital stock of the Company, (ii) there are no outstanding debt securities and (iii) there are noagreements or arrangements under which the Company or any of its subsidiaries is obligated toregister the sale of any of their securities under the Securities Act (other than as providedherein) and (iv) there are no outstanding registration statements and there are no outstandingcomment letters from the SEC or any other regulatory agency. Except as set forth on the DisclosureSchedules, there are no securities or instruments containing anti-dilution or similar
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provisions that will be triggered by the issuance of the Shares as described in thisAgreement. The Company has furnished to the Buyer or made available through the SEC’s website athttp://www.sec.gov (the “SEC Website”) true and correct copies of the Company’s Certificateof Incorporation, as amended and as in effect on the date hereof and as of the Closing Date (the“Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereofand as of the Closing Date (the “By-laws”), and the terms of all securities convertibleinto or exercisable for Common Stock and the material rights of the holders thereof in respectthereto other than stock options issued to employees and consultants.     (d) **Issuance of Securities****.**The Shares and the Warrants to be issued at the Closinghave been duly authorized by all necessary corporate action and the Shares, when paid for andissued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid andnonassessable. When the Warrant Shares are issued in accordance with the terms of the Warrant,such shares will be duly authorized by all necessary corporate action and validly issued andoutstanding, fully paid and nonassessable, and the holders shall be entitled to all rights accordedto a holder of Common Stock. The Shares, the Warrants and the Warrant Shares will be issued incompliance with all applicable federal and state securities laws.     (e) **No Conflicts****.**Except as disclosed in the SEC Documents, the execution, deliveryand performance of this Agreement by the Company and the consummation by the Company of thetransactions contemplated hereby will not (i) result in a violation of the Certificate ofIncorporation, any certificate of designations of any outstanding series of preferred stock of theCompany or the By-laws or (ii) conflict with or constitute a default (or an event which with noticeor lapse of time or both would become a default) under, or give to others any rights oftermination, amendment, acceleration or cancellation of, any agreement, indenture or instrument towhich the Company or any of its subsidiaries is a party, or result in a violation of any law, rule,regulation, order, judgment or decree (including federal and state securities laws and regulationsand the rules and regulations of The National Association of Securities Dealers Inc.’s OTC BulletinBoard on which the Common Stock is to be quoted) applicable to the Company or any of itssubsidiaries or by which any property or asset of the Company or any of its subsidiaries is boundor affected. Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries isin violation of any term of or in default under its Certificate of Incorporation or By-laws ortheir organizational charter or by-laws, respectively, or any material contract, agreement,mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule orregulation applicable to the Company or its subsidiaries. The business of the Company and itssubsidiaries is not being conducted, and shall not be conducted in material violation of anymaterial law, ordinance, or regulation of any governmental entity. Except as specificallycontemplated by this Agreement and as required under the Securities Act and any applicable statesecurities laws, the Company is not required to obtain any consent, authorization or order of, ormake any filing or registration with, any court or governmental agency in order for it to execute,deliver or perform any of its obligations under or contemplated by this Agreement in accordancewith the terms hereof or thereof. Except as disclosed in the SEC Documents, all consents,authorizations, orders, filings and registrations which the Company is required to obtain pursuantto the preceding sentence have been obtained or effected on or prior to the date hereof. TheCompany is unaware of any facts or circumstance, which might give rise to any of the foregoing.
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     (f) **SEC Documents; Financial Statements****.**The Company has filed all reports,schedules, forms, statements and other documents required to be filed by it with the SEC under ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed aregistration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005,August 17, 2005, August 31, 2005 and on September 2, 2005 and filed a 424(b)(3) prospectus onSeptember 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the datehereof and all exhibits included therein and financial statements and schedules thereto anddocuments incorporated by reference therein, being hereinafter referred to as the “SECDocuments”). The Company has delivered to the Buyers or their representatives, or madeavailable through the SEC Website, true and complete copies of the SEC Documents. As of theirrespective dates, the financial statements of the Company disclosed in the SEC Documents (the“Financial Statements”) complied as to form in all material respects with applicableaccounting requirements and the published rules and regulations of the SEC with respect thereto.Such financial statements have been prepared in accordance with generally accepted accountingprinciples, consistently applied, during the periods involved (except (i) as may be otherwiseindicated in such Financial Statements or the notes thereto, or (ii) in the case of unauditedinterim statements, to the extent they may exclude footnotes or may be condensed or summarystatements) and, fairly present in all material respects the financial position of the Company asof the dates thereof and the results of its operations and cash flows for the periods then ended(subject, in the case of unaudited statements, to normal year-end audit adjustments). No otherinformation provided by or on behalf of the Company to the Buyer which is not included in the SECDocuments, including, without limitation, information referred to in this Agreement, contains anyuntrue statement of a material fact or omits to state any material fact necessary in order to makethe statements therein, in the light of the circumstances under which they were made, notmisleading.     (g) **Financial Statements****.**The Company has supplied the Buyer with, or made availableto the Buyer through the SEC Website the Company’s balance sheet as of December 31, 2004, and therelated statements of operations, stockholders’ equity (deficit), and cash flows for the year endedDecember 31, 2004 and the period from inception (March 4, 2003) to December 31, 2003.     (h) **1****0(b)****-5****.**None of the representations and warranties in this Agreement, anycertificate to be furnished to the Buyer at Closing or the SEC Documents included (or will omit inthe case of the Closing certificate) any untrue statements of material fact, or omits (or willinclude in the case of the Closing certificate to state any material fact required to be statedtherein necessary to make the statements made, in light of the circumstances under which they weremade, not misleading.     (i) **Absence of Litigation****.**Except as disclosed in the SEC Documents, there is noclaim action, suit, proceeding, arbitration, complaint, charge, inquiry or investigation before orby any court, public board, government agency, self-regulatory organization or body pending or tothe Company’s knowledge threatened against or affecting the Company, the Common Stock or any of theCompany’s subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have amaterial adverse effect on the transactions contemplated hereby (ii) adversely affect the validityor enforceability of, or the authority or ability of the Company to perform its obligations under,this Agreement or any of the documents contemplated herein, or (iii) except
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as expressly disclosed in the SEC Documents, have a material adverse effect on the business,operations, properties, financial condition or prospects or results of operations of the Companyand its subsidiaries taken as a whole.           (j) **Acknowledgments Regarding Buyer’s Purchase of the Shares****.**The Companyacknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s lengthpurchaser with respect to this Agreement and the transactions contemplated hereby. The Companyfurther acknowledges that the Buyer is not acting as a financial advisor or fiduciary of theCompany (or in any similar capacity) with respect to this Agreement and the transactionscontemplated hereby and any advice given by the Buyer or any of their respective representatives oragents in connection with this Agreement and the transactions contemplated hereby is merelyincidental to such Buyer’s purchase of the Shares.           (k) **No General Solicitation****.**Neither the Company, nor any of its affiliates, nor anyperson acting on its or their behalf, has engaged in any form of general solicitation or generaladvertising (within the meaning of Regulation D under the Securities Act) in connection with theoffer or sale of the Shares.           (l) **No Integrated Offering****.**Neither the Company, nor any of its affiliates, nor anyperson acting on its or their behalf has, directly or indirectly, made any offers or sales of anysecurity or solicited any offers to buy any security, under circumstances that would requireregistration of the Shares under the Securities Act or cause this offering of the Shares to beintegrated with prior offerings by the Company for purposes of the Securities Act.           (m) **Employee Relations****.**The Company is not involved in any labor dispute nor, to theknowledge of the Company, is any such dispute threatened. None of the Company’s employees is amember of a union and the Company believes that its relations with their employees are good.           (n) **Intellectual Property Rights****.**The Company owns or possesses or is currentlyseeking to develop adequate rights or licenses to use all trademarks, trade names, service marks,service mark registrations, service names, patents, patent rights, copyrights, inventions,licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct itsbusiness as now conducted. The Company does not have any knowledge of any infringement by theCompany of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses,service names, service marks, service mark registrations, trade secret or other similar rights ofothers, and, to the knowledge of the Company there is no claim, action or proceeding being made orbrought against, or to the Company’s knowledge, being threatened against, the Company regardingtrademark, trade name, patents, patent rights, invention, copyright, license, service names,service marks, service mark registrations, trade secret or other infringement; and the Company isunaware of any facts or circumstances which might give rise to any of the foregoing.           (o) **Environmental Laws****.**The Company is, to the best of management’s knowledge, (i) inmaterial compliance with any and all applicable foreign, federal, state and local laws andregulations relating to the protection of human health and safety, the environment or hazardous ortoxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has
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received all material permits, licenses or other approvals required of it under applicableEnvironmental Laws to conduct its business and (iii) is in material compliance with all terms andconditions of any such permit, license or approval.           (p) **Title****.**Any real property and facilities held under lease by the Company are heldby the Company under valid, subsisting and enforceable leases with such exceptions as are notmaterial and do not interfere with the use made and proposed to be made of such property andbuildings by the Company.           (q) **Insurance****.**The Company is insured by insurers of recognized financialresponsibility against such losses and risks and in such amounts as management of the Companybelieves to be reasonably prudent and customary in the business in which the Company is engaged.The Company has neither been refused any insurance coverage sought or applied for nor has anyreason to believe that it will not be able to renew its existing insurance coverage as and whensuch coverage expires or to obtain similar coverage from similar insurers as may be necessary tocontinue its business at a cost that would not materially and adversely affect the condition,financial or otherwise, or the earnings, business or operations of the Company, taken as a whole.           (r) **Regulatory Permits****.**The Company possesses or is in the process of applying forall material certificates, authorizations and permits issued or to be issued by the appropriatefederal, state or foreign regulatory authorities necessary to conduct its business, and the Companyhas not received any notice of proceedings relating to the revocation, modification or denial ofany such certificate, authorization or permit.           (s) **Internal Accounting Controls****.**The Company maintains a system of internalaccounting controls sufficient to provide reasonable assurance that (i) transactions are executedin accordance with management’s general or specific authorizations, (ii) transactions are recordedas necessary to permit preparation of financial statements in conformity with generally acceptedaccounting principles and to maintain asset accountability, and (iii) the recorded amounts forassets is compared with the existing assets at reasonable intervals and appropriate action is takenwith respect to any differences.           (t) **No Material Adverse Breaches, etc****.**Except as set forth in the DisclosureSchedule, the Company is not subject to any charter, corporate or other legal restriction, or anyjudgment, decree, order, rule or regulation which in the judgment of the Company’s officers has oris expected in the future to have a material adverse effect on the business, properties,operations, financial condition, results of operations or prospects of the Company. Except as setforth in the Disclosure Schedule, the Company is not in breach of any contract or agreement whichbreach, in the judgment of the Company’s officers, has or is expected to have a material adverseeffect on the business, properties, operations, financial condition, results of operations orprospects of the Company.           (u) **Tax Status****.**Except as set forth in the Disclosure Schedule, the Company has madeand filed all federal and state income and all other tax returns, reports and declarations requiredby any jurisdiction to which it is subject and (unless and only to the extent that the Company hasset aside on its books provisions reasonably adequate for the payment of all
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unpaid and unreported taxes) has paid all taxes and other governmental assessments and chargesthat are material in amount, shown or determined to be due on such returns, reports anddeclarations, except those being contested in good faith and has set aside on its books provisionreasonably adequate for the payment of all taxes for periods subsequent to the periods to whichsuch returns, reports or declarations apply. There are no unpaid taxes in any material amountclaimed to be due by the taxing authority of any jurisdiction, and the officers of the Company knowof no basis for any such claim.          (v) **Certain Transactions****.**Except as set forth in the SEC Documents, and except forarm’s length transactions pursuant to which the Company makes payments in the ordinary course ofbusiness upon terms no less favorable than the Company could obtain from third parties and otherthan the grant of stock options disclosed in the Disclosure Schedule, none of the officers,directors, or employees of the Company is presently a party to any transaction with the Company(other than for services as employees, officers and directors), including any contract, agreementor other arrangement providing for the furnishing of services to or by, providing for rental ofreal or personal property to or from, or otherwise requiring payments to or from any officer,director or such employee or, to the knowledge of the Company, any corporation, partnership, trustor other entity in which any officer, director, or any such employee has a substantial interest oris an officer, director, trustee or partner.          (w) **Fees and Rights of First Refusal****.**The Company is not obligated to offer thesecurities offered hereunder on a right of first refusal basis or otherwise to any third partiesincluding, but not limited to, current or former shareholders of the Company, underwriters,brokers, agents or other third parties.          (x) The Company acknowledges that the Buyer is relying on the representations and warrantiesmade by the Company hereunder and that such representations and warranties are a materialinducement to the Buyer purchasing the Shares. The Company further acknowledges that without suchrepresentations and warranties of the Company made hereunder, the Buyer would not enter into thisAgreement.**4. ****COVENANTS****.**          (a) **Best Efforts**. Each party shall use its commercially reasonable best effortstimely to satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 ofthis Agreement.          (b) **Form D****.**The Company shall notify the SEC in accordance with their rules andregulations, of the transactions contemplated herein, including filing a Form D with respect to theShares, Warrants and Warrant Shares as required under Regulation D, and shall take all othernecessary action and proceedings as may be required and permitted by applicable law, rule andregulation, for the legal and valid issuance of the Shares, the Warrants and the Warrant Shares tothe Buyers or subsequent holders.          (c) **Reporting Status****.**Until the date as of which the Buyer may sell all of the Sharesand the Warrant Shares without restriction pursuant to Rule 144(k) promulgated under the SecuritiesAct (or successor thereto) (the “Registration Period”), the Company shall file in a
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timely manner all reports required to be filed with the SEC pursuant to the Exchange Act andthe regulations of the SEC thereunder, and the Company shall not terminate its status as an issuerrequired to file reports under the Exchange Act even if the Exchange Act or the rules andregulations thereunder would otherwise permit such termination.          (d) **Fees and Expenses****.**Except as may be set forth elsewhere in this Agreement, theCompany and the Buyer shall be solely responsible for the respective costs and expenses incurred bysuch party in connection with the negotiation, investigation, preparation, execution and deliveryof this Agreement.          (e) **Use of Proceeds****.**The Company will use the proceeds from the sale of the Sharesand the Warrant for general corporate and working capital purposes.          (f) **Reservation of Shares****.**The Company shall take all action reasonably necessary toat all times have authorized, and reserved for the purpose of issuance, such number of shares ofCommon Stock as shall be necessary to effect the issuance of the Warrant Shares. If at any timethe Company does not have available such shares of Common Stock as shall from time to time besufficient to effect the exercise of all of the Warrant Shares of the Company shall call and hold aspecial meeting of the shareholders within sixty (60) days of such occurrence, for the sole purposeof increasing the number of shares authorized. The Company’s management shall recommend to theshareholders to vote in favor of increasing the number of shares of Common Stock authorized.Management shall also vote all of its shares in favor of increasing the number of authorized sharesof Common Stock.          (g) **Listings or Quotation****.**The Company shall, concurrently with the effectiveness ofthe registration statement filed with the SEC pursuant to Section 7 below, use its best efforts tosecure the listing or quotation of its Common Stock (including, without limitation, the Shares andthe Warrant Shares) upon a national securities exchange, automated quotation system or theOver-The-Counter Bulletin Board (“OTCBB”) maintained by the National Association ofSecurities Dealers, Inc. The Company shall maintain the listing or quotation of the Common Stockfor so long as the Buyer is the beneficial owner of any Common Stock, the Warrant or the WarrantShares. The Company shall use its best efforts to maintain the Common Stock’s authorization forquotation on the OTCBB.          (h) **Financial and Accounting****.**Prior to the effectiveness of the Company’sregistration statement on Form SB-2, the Company will have instituted and will be employing andmaintaining customary internal accounting controls and methods in its business operationssufficient to provide reasonable assurance that (i) transactions are executed in accordance withmanagement’s general or specific authorization; (ii) transactions are recorded as necessary topermit preparation or financial statements in conformity with generally accepted accountingprinciples and to maintain asset accountability, and (iii) the recorded amounts for assets iscompared with the existing assets at reasonable intervals and appropriate action is taken withrespect to any differences.
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**5. ****CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL****.**          The obligation of the Company hereunder to issue and sell the Shares to the Buyer at theClosing is subject to the satisfaction, at or before the Closing Date, of each of the followingconditions, provided that these conditions are for the Company’s sole benefit and may be waived bythe Company at any time in its sole discretion:               (a) The Buyer shall have executed this Agreement and delivered the same to the Company.               (b) The Buyer shall have delivered to the Company the Purchase Price for Shares in the amountset forth next to the Buyer as outlined on Schedule I attached hereto.               (c) The representations and warranties of the Buyer shall be true and correct in all materialrespects as of the date when made and as of the Closing Date as though made at that time (exceptfor representations and warranties that speak as of a specific date), and the Buyer shall haveperformed, satisfied and complied in all material respects with the covenants, agreements andconditions required by this Agreement to be performed, satisfied or complied with by the Buyer ator prior to the Closing Date.**6. ****CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE**.          The obligation of the Buyer hereunder to purchase the Shares at the Closing is subject to thesatisfaction, at or before the Closing Date, of each of the following conditions:               (a) The Company shall have executed this Agreement and delivered the same to the Buyer.               (b) The representations and warranties of the Company shall be true and correct in allmaterial respects (except to the extent that any of such representations and warranties is alreadyqualified as to materiality in Section 3 above, in which case, such representations and warrantiesshall be true and correct without further qualification) as of the date when made and as of theClosing Date as though made at that time (except for representations and warranties that speak asof a specific date) and the Company shall have performed, satisfied and complied in all materialrespects with the covenants, agreements and conditions required by this Agreement to be performed,satisfied or complied with by the Company at or prior to the Closing Date. If requested by theBuyer, the Buyer shall have received a certificate, executed by the President of the Company, datedas of the Closing Date, to the foregoing effect and as to such other matters as may be reasonablyrequested by the Buyer including, without limitation an update as of the Closing Date regarding therepresentation contained in Section 3(c) above.               (c) The Company shall have executed and delivered to the Buyer the Shares and the Warrant inthe amounts set forth opposite the Buyer’s name on Schedule I attached hereto.               (d) The Buyer shall have received from Gallagher, Briody & Butler, counsel to the Company, anopinion, dated as of the Closing Date, in a form satisfactory to the Buyer.
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               (e) The Secretary of the Company shall have delivered to the Buyer at the Closing acertificate certifying (i) the By-Laws of the Company and (ii) resolutions of the Board ofDirectors of the Company approving this Agreement, the Warrant and the transactions contemplatedhereby and thereby.               (f) The Company shall have provided to the Buyer a certificate of good standing from theSecretary of State of Delaware.               (g) The Company shall have reserved out of its authorized and unissued Common Stock, solelyfor the purpose of issuing the Warrant Shares pursuant to the terms of the Warrants, shares ofCommon Stock to effect the issuance of all Warrants then outstanding.**7. ****REGISTRATION RIGHTS.**               (a) Subject to the terms and conditions of this Agreement, the Company shall prepare and file,no later than forty five (45) days from the Closing Date (the “Scheduled Filing Deadline”),with the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is then eligible, onForm S-3) under the 1933 Act (the “Initial Registration Statement”) for the registrationfor the resale by the Buyer of the Shares and the Warrant Shares (together, the “RegistrableSecurities”). The Company shall cause the Registration Statement to remain effective until theearlier of (i) the Registrable Securities have been sold, or (ii) the date the RegistrableSecurities become eligible for sale without restriction under Rule 144(k) promulgated under theSecurities Act of 1933.               (b) Effectiveness of the Initial Registration Statement. The Company shall use itsbest efforts (i) to have the Initial Registration Statement declared effective by the SEC no laterthan one hundred eighty (180) days after the filing thereof (the “Scheduled EffectiveDeadline”) and (ii) to insure that the Initial Registration Statement and any subsequentRegistration Statement remains in effect until all of the Registrable Securities have been sold,subject to the terms and conditions of this Agreement, but not later than the point in time thatSection 144(k) becomes available for resale of the Registrable Securities.               (c) If and whenever the Company is required by the provisions of this Section 7(a) to effectthe registration of the Shares and the Warrant Shares under the Securities Act, the Company will:                    (i) Furnish to the Buyers participating in such registration such reasonable number of copiesof the registration statement, preliminary prospectus, final prospectus and such other documents asthe Buyers may reasonably request in order to facilitate the sale of such shares;                    (ii) Notify the Buyers participating in such registration, promptly after it shall receivenotice thereof, of the time when such registration statement has become effective or a supplementto any prospectus forming a part of such registration statement has been filed;                    (iii) Notify such Buyers promptly of any request by the Commission for the amending orsupplementing of such registration statement or prospectus or for additional information;
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                    (iv) Prepare and promptly file with the Commission and promptly notify such Buyers of thefiling of such amendment or supplement to such registration statement or prospectus as may benecessary to correct any statements or omissions if, at the time when a prospectus relating to suchsecurities is required to be delivered under the Securities Act, any event shall have occurred asthe result of which any such prospectus or any other prospectus as then in effect would include anuntrue statement of a material fact or omit to state any material fact necessary to make thestatements therein, in the light of the circumstances in which they were made, not misleading; and                    (v) Advise such Buyers, promptly after it shall receive notice or obtain knowledge thereof, ofthe issuance of any stop order by the Commission suspending the effectiveness of such registrationstatement or the initiation or threatening of any proceeding for that purpose and promptly use itsbest efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stoporder should be issued.          (d) With respect to a registration required pursuant to this Section 7, all fees, costs andexpenses of and incidental to such registration, shall be borne by the Company, including allregistration, filing, printing expenses, fees and disbursements of counsel and accountants for theCompany, and all legal fees and disbursements and other expenses of complying with state securitiesor blue sky laws of any jurisdictions in which the Shares to be offered are to be registered andqualified. Fees and disbursements of counsel and accountants for the participating Buyers and anyother expenses incurred by the participating Buyers shall be borne by the Company; providedthat the fees and disbursements of counsel to the participating Buyers shall not exceed $5,000 inconnection with a registration required under this Section 7.          (e) The Company will indemnify and hold harmless each Buyer whose Shares and Warrant Sharesare included in a registration statement pursuant to the provisions of Section 7 and anyunderwriter for such Buyer from and against, and will reimburse such Buyer and each suchunderwriter with respect to, any and all loss, damage, liability, cost and expense to which suchBuyer or any such underwriter may become subject under the Securities Act or otherwise, insofar assuch losses, damages, liabilities, costs or expenses are caused by any untrue statement or allegeduntrue statement of any material fact contained in such registration statement, any prospectuscontained therein or any amendment or supplement thereto, or arise out of or are based upon theomission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances in which they were made,not misleading; provided, however, that the Company will not be liable in any suchcase to the extent that any such loss, damage, liability, cost or expenses arises out of or isbased upon an untrue statement or alleged untrue statement or omission or alleged omission so madein conformity with information furnished by such Buyer or such underwriter in writing for use inthe preparation thereof.          (f) Each Buyer whose Shares and Warrant Shares are included in a registration pursuant to theprovisions of this Section 7 hereof will indemnify and hold harmless the Company, any successorentity of the Company, its directors and officers, any controlling person and any underwriter fromand against, and will reimburse the Company, its directors and officers, any controlling person andany underwriter with respect to, any and all loss, damage, liability, cost or expense to which theCompany or any controlling person and/or any
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underwriter may become subject under the Securities Act or otherwise, insofar as such losses,damages, liabilities, costs or expenses are caused by any untrue statement or alleged untruestatement of any material fact contained in such registration statement, any prospectus containedtherein or any amendment or supplement thereto, or arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances in which they were made, not misleading,in each case to the extent that such untrue statement or alleged untrue statement or omission oralleged omission was so made in reliance upon and in conformity with written information furnishedby or on behalf of such Buyer for use in the preparation thereof. The maximum aggregate liabilityof each Buyer pursuant to its indemnification obligations under this Section 7 shall not exceed theportion of the Purchase Price paid by such Buyer hereunder.     Promptly after receipt by an indemnified party pursuant to the provisions of paragraph (e) or(f) above of notice of the commencement of any action involving the subject matter of the foregoingindemnity provisions such indemnified party will, if a claim thereof is to be made against theindemnifying party pursuant to the provisions of said paragraph (e) or (f), promptly notify theindemnifying party of the commencement thereof; but the omission to so notify the indemnifyingparty will not relieve it from any liability which it may have to any indemnified party otherwisethan hereunder. In case such action is brought against any indemnified party and it notifies theindemnifying party of the commencement thereof, the indemnifying party shall have the right toassume the defense thereof, with counsel reasonably satisfactory to such indemnified party.**8. ****RIGHT TO PARTICIPATE IN FUTURE OFFERINGS****.**          For a period of two years from and after the Closing Date, the Buyer shall have a right toparticipate (the “Participation Right”) in future equity or debt securities offerings (butnot secured commercial loan financings) (a “Securities Offering”) conducted by the Companyon the same terms and conditions as other investors in such Securities Offering for so long as theBuyer holds a minimum of five percent (5%) of the Company’s Common Stock; provided however, suchright of participation shall not include any transaction between the Company and Cornell CapitalPartners, LP or any other offering pending as of the date of this Agreement. In the event that theCompany conducts a Securities Offering during such two year period and the Buyer holds at least 5%of the Company’s Common Stock immediately prior to the commencement of such offering, the Companyshall provide written notice to the Buyer of the terms of the Securities Offering. The Buyer shallhave a period of 20 days during which to provide written notice to the Company of its decision toparticipate in the Securities Offering. Notwithstanding the foregoing, the Buyer’s ParticipationRight shall be limited by applicable Federal, State and/or local laws pertaining to foreignownership of businesses of the type conducted by the Company.**9. ****BUYER’S RIGHT TO BOARD SEAT**          Within ten business days following the Closing Date, the Board of Directors of the
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Company shall (a) increase the number of members of the Board of Directors by one additional memberin accordance with Section 1 of Article III of the Company’s By-Laws and (b) fill such vacancy onthe Board of Directors by appointing Buyer’s nominee, Chris Brady (the “Director Nominee”),as a member of the Board of Directors of the Company in accordance with Section 2 of Article III ofthe Company’s By-Laws. The Company shall provide the Director Nominee the same financial or otherinformation as is generally provided to the Company’s other directors and officers at the same timethat such other directors and officers receive such information. The Buyer and the Companyacknowledge and agree that the Buyer’s director nominee shall be required to pass a standardbackground check as is required by applicable Federal, State and local government agencies anddepartments having jurisdiction over the Company’s business and activities.**10.****RIGHT TO EXCLUSIVE ARRANGEMENT IN MIDDLE EAST**          The Buyer shall have the exclusive right, for up to three (3) years from the Closing Date(“the ExclusivityPeriod”) to develop with the Company a joint venture, partnershipor any other commercial arrangement in the Middle East involving the establishment of aviationoperations in such area. During the Exclusivity Period the Company shall not, directly orindirectly, without the prior written consent of the Buyer (i) solicit, initiate or knowinglyencourage or facilitate the submission by a third party of any joint venture, partnership or anyother commercial arrangement in the Middle East involving the establishment of aviation operationsin such area (a “Third Party Proposal”), (ii) enter into, participate, continue orotherwise engage in or facilitate any discussions or negotiations with, or provide any nonpublicinformation to any person (other than Buyer) with respect to any inquiries regarding, or the makingof, a Third Party Proposal, or (iii) approve any letter of intent, agreement in principle,acquisition agreement or similar agreement relating to a Third Party Proposal. If during theExclusivity Period, the Company receives any unsolicited offer from a third party other than theBuyer to develop with the Company a joint venture, partnership or any other commercial arrangementin the Middle East involving the establishment of aviation operations in such area that the Companyelects to pursue, (A) the Company shall promptly provide written notice to the Buyer of the termsof such offer, (B) the Buyer and the Company shall thereafter jointly respond to and jointlynegotiate the terms of any such joint venture, partnership or other commercial arrangement and (C)the Buyer shall have the right in its sole discretion to participate as an equal partner in allrespects in any such joint venture, partnership or other commercial arrangement. The Middle Eastshall be defined as the following countries: Saudi Arabia, Kuwait, Bahrain, Qatar, United ArabEmirates, Oman, Jordan, Egypt, Lebanon, Iraq, Iran, Syria and Turkey.**11.****GOVERNING LAW: MISCELLANEOUS**          **(a) Governing Law.**THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELYWITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBYSUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEWYORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH ORTHE
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TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF ANINCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THATSERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECTEFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALLAFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIESAGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE ANDMAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THEPARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FORALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTIONWITH SUCH DISPUTE. **(b)** **Counterparts****.**This Agreement may be executed in two or more identicalcounterparts, all of which shall be considered one and the same agreement and shallbecome effective when counterparts have been signed by each party and delivered to theother party. In the event any signature page is delivered by facsimile transmission,the party using such means of delivery shall cause four (4) additional originalexecuted signature pages to be physically delivered to the other party within five (5)days of the execution and delivery hereof.  **(c)** **Headings****.**The headings of this Agreement are for convenience ofreference and shall not form part of, or affect the interpretation of, this Agreement.  **(d)** **Severability.**If any provision of this Agreement shall be invalid orunenforceable in any jurisdiction, such invalidity or unenforceability shall not affectthe validity or enforceability of the remainder of this Agreement in that jurisdictionor the validity or enforceability of any provision of this Agreement in any otherjurisdiction.  **(e)** **Entire Agreement, Amendments.**This Agreement supersedes all other prior oralor written agreements between the Buyer, the Company, their affiliates and personsacting on their behalf with respect to the matters discussed herein, and this Agreementand the instruments referenced herein contain the entire understanding of the partieswith respect to the matters covered herein and therein and, except as specifically setforth herein or therein, neither the Company nor the Buyer makes any representation,warranty, covenant or undertaking with respect to such matters. No provision of thisAgreement may be waived or amended other than by an instrument in writing signed by theparty to be charged with enforcement.  **(f)** **Notices.**Any notices, consents, waivers, or other communications required orpermitted to be given under the terms of this Agreement must be in writing and will bedeemed to have been delivered (i) upon receipt, when delivered personally; (ii) uponconfirmation of receipt, when sent by facsimile; (iii) three (3) days after beingsent by U.S. certified mail, return receipt requested, or (iv) one (1) day afterdeposit with a nationally recognized overnight delivery service, in each case properly
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   addressed to the party to receive the same. The addresses and facsimile numbers forsuch communications shall be:     If to the Company, to: U.S. Helicopter Corporation    6 East River Piers, Suite 216    Downtown Manhattan Heliport    New York, NY 10004    Attention: John G. Murphy    Telephone: 212-248-2002    Facsimile: 212-248-0940       With a copy to: Gallagher, Briody & Butler    Princeton Forrestal Village    155 Village Blvd. – Suite 201    Princeton, NJ 08540    Attention: Thomas P. Gallagher,Esq.    Telephone: 609-452-6000    Facsimile: 609-452-0090       If to the Buyer, to its address and facsimile number on Schedule I, with copies to the Buyer’scounsel as set forth on Schedule I. Each party shall provide five (5) days’ prior written noticeto the other party of any change in address or facsimile number.               **(g) Successors and Assigns.**This Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successors and assigns. Neither the Company nor the Buyer shallassign this Agreement or any rights or obligations hereunder without the prior written consent ofthe other party hereto.               **(h) No Third Party Beneficiaries**. This Agreement is intended for the benefit of the partieshereto and their respective permitted successors and assigns, and is not for the benefit of, normay any provision hereof be enforced by, any other person.               **(i) Survival**. The representations and warranties of the Company and the Buyer contained inSections 2 and 3, the agreements and covenants set forth in Sections 4 and 5 shall survive theClosing for a period of two (2) years following the date on which the Shares are converted in full.The Buyer shall be responsible only for its own representations, warranties, agreements andcovenants hereunder.               **(j)Further Assurances.**Each party shall do and perform, or cause to be done and performed,all such further acts and things, and shall execute and deliver all such other agreements,certificates, instruments and documents, as the other party may reasonably request in order tocarry out the intent and accomplish the purposes of this Agreement and the consummation of thetransactions contemplated hereby.*** * * ***
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     **IN WITNESS WHEREOF***,*the Buyer and the Company have caused this Common Stock Purchase Agreementto be duly executed as of the date first written above.      **COMPANY:**