**Exhibit 10.11****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) **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).          (c) **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 that the Closing does not occur as provided herein, the aggregate proceeds shall bereturned to the Buyer 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 are being offeredand sold to it in reliance on specific exemptions from the registration requirements of UnitedStates federal and state securities laws and that the Company is relying in part upon the truth andaccuracy of the representations and warranties of the Buyer set forth herein in order to determinethe availability of such exemptions and the eligibility of the Buyer 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, which have been requested by the Buyer. The Buyer and its advisors, if any, havebeen afforded the opportunity to ask questions of the Company and its management. Neither suchinquiries nor any other due diligence investigations conducted by the Buyer or its advisors, ifany, or its representatives shall modify, amend or affect the Buyer’s right to rely on theCompany’s representations and warranties contained in Section 3 below. The Buyer understands thatits investment in the Shares involves a high degree of risk and the Buyer has the financialwherewithal to lose its entire investment and understands that it could lose its entire investment.The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to makean informed investment decision with respect to its acquisition of the Shares.          (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 anyrecommendation or endorsement of the Shares, or the fairness or suitability of the investment inthe Shares, nor have such authorities passed upon or endorsed the merits of the offering of theShares. The Buyer understands and acknowledges that the Company has undertaken and will undertakeno efforts to comply with any laws of any jurisdiction outside the United States relating to theissuance 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 are registered
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under the Securities Act in accordance with Section 7 below, Rule 144 permits resales of theShares only under certain circumstances. The Buyer understands that to the extent that Rule 144 isnot available, the Buyer will be unable to sell any Shares without either registration under theSecurities Act or the existence of another exemption from such registration requirement.          (g) **Legends****.**The Buyer understands that until the Shares are registered under theSecurities Act in accordance with Section 7 below, the certificates or other instrumentsrepresenting the Shares shall bear a restrictive legend in substantially the following form (and astop transfer order may be placed against transfer of such stock 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 Company shall within two(2) business days issue a certificate without such legend to the holder of the Shares upon which itis stamped, if, unless otherwise required by state securities laws, (i) in connection with a saletransaction, provided the Shares are registered under the Securities Act or (ii) in connection witha sale transaction, after such holder provides the Company with an opinion of counsel, whichopinion shall be in form, substance and scope customary for opinions of counsel in comparabletransactions, to the effect that a public sale, assignment or transfer of the Shares may be madewithout registration under the Securities Act. The legend set forth above shall be removed fromthe Shares and the Company shall issue a certificate without such legend to the holder of theShares immediately upon the registration of the 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.
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          (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 to the Buyer or made available tothe Buyer at the SEC Website (defined below); (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):          (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 taken as a whole.          (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 in accordance with the terms hereof and thereof, (ii)the execution and delivery of this Agreement and any related agreements by the Company and theconsummation by it of the transactions contemplated hereby and thereby, including, withoutlimitation, the issuance of the Shares have been duly authorized by the Company’s Board ofDirectors and no further consent or authorization is required by the Company, its Board ofDirectors or its stockholders, (iii) this Agreement and any related
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agreements have been duly executed and delivered by the Company, (iv) this Agreement and anyrelated agreements constitute the valid and legally binding obligations of the Company enforceableagainst the Company in accordance with their terms, except as such enforceability may be limited bygeneral principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’rights and remedies.          (c) **Capitalization****.**The authorized capital stock of the Company consists of95,000,000 shares of Common Stock, par value $0.001 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, subject to any issuanceswhich may occur prior to the Closing Date as described in the Disclosure Schedule attached hereto.All of such outstanding shares of Common Stock and Preferred Stock have been duly authorized andare validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents (asdefined in Section 3(f)) or the Disclosure Schedule attached hereto as Exhibit B, no shares ofCommon Stock are subject to preemptive rights or any other similar rights or any liens orencumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents or theDisclosure Schedule, as of the date of this Agreement, (i) there are no outstanding options,warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relatingto, or securities or rights convertible into, any shares of capital stock of the Company, orcontracts, commitments, understandings or arrangements by which the Company is or may become boundto issue additional shares of capital stock of the Company or options, warrants, scrip, rights tosubscribe to, calls or commitments of any character whatsoever relating to, or securities or rightsconvertible into, any shares of capital stock of the Company, (ii) there are no outstanding debtsecurities and (iii) there are no agreements or arrangements under which the Company is obligatedto register the sale of its securities under the Securities Act (other than as provided herein) and(iv) there are no outstanding registration statements and there are no outstanding comment lettersfrom the SEC or any other regulatory agency. Except as set forth on the Disclosure Schedule, thereare no securities or instruments containing anti-dilution or similar provisions that will betriggered by the issuance of the Shares as described in this Agreement. The Company has furnishedto the Buyer or made available through the SEC’s website athttp://www.sec.gov (the “SECWebsite”) true and correct copies of the Company’s Certificate of Incorporation, as amended andas in effect on the date hereof and as of the Closing Date (the “Certificate ofIncorporation”), and the Company’s By-laws, as in effect on the date hereof and as of theClosing Date (the “By-laws”), and the terms of all securities convertible into orexercisable for Common Stock and the material rights of the holders thereof in respect theretoother than stock options issued to employees and consultants.          (d) **Issuance of Securities****.**The Shares to be issued at the Closing have been dulyauthorized by all necessary corporate action and the Shares, when paid for and issued in accordancewith the terms hereof, shall be validly issued and outstanding, fully paid and nonassessable. TheShares will be issued in compliance 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
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Company of the transactions contemplated hereby will not (i) result in a violation of theCertificate of Incorporation, any certificate of designations of any outstanding series ofpreferred stock of the Company or the By-laws or (ii) conflict with or constitute a default (or anevent which with notice or lapse of time or both would become a default) under, or give to othersany rights of termination, amendment, acceleration or cancellation of, any agreement, indenture orinstrument to which the Company is a party, or result in a violation of any law, rule, regulation,order, judgment or decree (including federal and state securities laws and regulations and therules and regulations of The National Association of Securities Dealers Inc.’s OTC Bulletin Boardon which the Common Stock is to be quoted) applicable to the Company or by which any property orasset of the Company is bound or affected. Except as disclosed in the SEC Documents, the Companyis not in violation of any term of or in default under its Certificate of Incorporation or By-lawsor their 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. The business of the Company is not being conducted, andshall not be conducted in material violation of any material law, ordinance, or regulation of anygovernmental entity. Except as specifically contemplated by this Agreement and as required underthe Securities Act and any applicable state securities laws, the Company is not required to obtainany consent, authorization or order of, or make any filing or registration with, any court orgovernmental agency in order for it to execute, deliver or perform any of its obligations under orcontemplated by this Agreement in accordance with the terms hereof or thereof. Except as disclosedin the SEC Documents, all consents, authorizations, orders, filings and registrations which theCompany is required to obtain pursuant to the preceding sentence have been obtained or effected onor prior to the date hereof. The Company is unaware of any facts or circumstance, which might giverise to any of the foregoing.          (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, as well as 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 Buyer 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
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included in the SEC Documents, including, without limitation, information referred to in thisAgreement, contains any untrue statement of a material fact or omits to state any material factnecessary in order to make the statements therein, in the light of the circumstances under whichthey were made, not misleading.          (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) **10(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 includein the case of the Closing Certificate) any untrue statements of material fact, or omits (or willomit 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 or the Common Stock, wherein anunfavorable decision, ruling or finding would (i) have a material adverse effect on thetransactions contemplated hereby (ii) adversely affect the validity or enforceability of, or theauthority or ability of the Company to perform its obligations under, this Agreement or any of thedocuments contemplated herein, or (iii) except as expressly disclosed in the SEC Documents, have amaterial adverse effect on the business, operations, properties, financial condition or prospectsor results of operations of the Company 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 require
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registration 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) hasreceived 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
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appropriate federal, state or foreign regulatory authorities necessary to conduct itsbusiness, and the Company has not received any notice of proceedings relating to the revocation,modification or denial of any 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 unpaid and unreportedtaxes) has paid all taxes and other governmental assessments and charges that are material inamount, shown or determined to be due on such returns, reports and declarations, except those beingcontested in good faith and has set aside on its books provision reasonably adequate for thepayment of all taxes for periods subsequent to the periods to which such returns, reports ordeclarations apply. There are no unpaid taxes in any material amount claimed to be due by thetaxing authority of any jurisdiction, and the officers of the Company know of no basis for any suchclaim.          (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.
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          (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 as required under Regulation D, and shall take all other necessary action and proceedings asmay be required and permitted by applicable law, rule and regulation, for the legal and validissuance of the Shares to the Buyer or subsequent holders.          (c) **Reporting Status****.**Until the date as of which the Buyer may sell all of the Shareswithout restriction pursuant to Rule 144(k) promulgated under the Securities Act (or successorthereto) (the “Registration Period”), the Company shall file in a timely manner all reportsrequired to be filed with the SEC pursuant to the Exchange Act and the regulations of the SECthereunder, and the Company shall not terminate its status as an issuer required to file reportsunder the Exchange Act even if the Exchange Act or the rules and regulations thereunder wouldotherwise 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 Sharesfor general corporate and working capital purposes.          (f) **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)upon a national securities exchange, automated quotation system or the Over-The-Counter BulletinBoard (“OTCBB”) maintained by the National Association of Securities Dealers, Inc. TheCompany shall maintain the listing or quotation of the Common Stock for so long as the Buyer is thebeneficial owner of any Shares. The Company shall use its best efforts to maintain the CommonStock’s authorization for quotation on the OTCBB.
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          (g) **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.     **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,
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to the foregoing effect and as to such other matters as may be reasonably requested by theBuyer including, without limitation an update as of the Closing Date regarding the representationcontained in Section 3(c) above.          (c) The Company shall have executed and delivered to the Buyer the Shares in the amount setforth 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.          (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.     **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 (together, the “Registrable Securities”). TheCompany shall cause the Registration Statement to remain effective until the earlier of (i) theRegistrable Securities have been sold, or (ii) the date the Registrable Securities become eligiblefor sale without restriction under Rule 144(k) promulgated under the Securities 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 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;
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               (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;               (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 are included in aregistration statement pursuant to the provisions of Section 7 and any underwriter for such Buyerfrom and against, and will reimburse such Buyer and each such underwriter with respect to, any andall loss, damage, liability, cost and expense to which such Buyer or any such underwriter maybecome subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities,costs or expenses are caused by any untrue statement or alleged untrue statement of any materialfact contained in such registration statement, any prospectus contained therein or any amendment orsupplement thereto, or arise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary 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 such case to the extent that any suchloss, damage, liability, cost or expenses arises out of or is based upon an untrue statement oralleged untrue statement or omission or alleged omission so made in
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conformity with information furnished by such Buyer or such underwriter in writing for use in thepreparation thereof.          (f) Each Buyer whose Shares are included in a registration pursuant to the provisions of thisSection 7 hereof will indemnify and hold harmless the Company, any successor entity of the Company,its directors and officers, any controlling person and any underwriter from and against, and willreimburse the Company, its directors and officers, any controlling person and any underwriter withrespect to, any and all loss, damage, liability, cost or expense to which the Company or anycontrolling person and/or any underwriter may become subject under the Securities Act or otherwise,insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statementor alleged untrue statement of any material fact contained in such registration statement, anyprospectus contained therein or any amendment or supplement thereto, or arise out of or are basedupon the omission or alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein, in light of the circumstances in which theywere made, not misleading, in each case to the extent that such untrue statement or alleged untruestatement or omission or alleged omission was so made in reliance upon and in conformity withwritten information furnished by or on behalf of such Buyer for use in the preparation thereof.The maximum aggregate liability of each Buyer pursuant to its indemnification obligations underthis Section 7 shall not exceed the portion 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. ****GOVERNING LAW: MISCELLANEOUS****.**          (a) **Governing Law****.**THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMEDENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIESHERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED INNEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTEREDINTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIESIRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT ORPROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASSMAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
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PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHERPARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT AFINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTYWHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALLFEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITHSUCH 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 shall becomeeffective when counterparts have been signed by each party and delivered to the other party. Inthe event any signature page is delivered by facsimile transmission, the party using such means ofdelivery shall cause four (4) additional original executed signature pages to be physicallydelivered to the other party within five (5) days of the execution and delivery hereof.          (c) **Headings****.**The headings of this Agreement are for convenience of reference andshall 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 affect thevalidity or enforceability of the remainder of this Agreement in that jurisdiction or the validityor enforceability of any provision of this Agreement in any other jurisdiction.          (e) **Entire Agreement, Amendments****.**This Agreement supersedes all other prior oral orwritten agreements between the Buyer, the Company, their affiliates and persons acting on theirbehalf with respect to the matters discussed herein, and this Agreement and the instrumentsreferenced herein contain the entire understanding of the parties with respect to the matterscovered herein and therein and, except as specifically set forth herein or therein, neither theCompany nor the Buyer makes any representation, warranty, covenant or undertaking with respect tosuch matters. No provision of this Agreement may be waived or amended other than by an instrumentin writing signed by the party 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 be deemed tohave been delivered (i) upon receipt, when delivered personally; (ii) upon confirmation of receipt,when sent by facsimile; (iii) three (3) days after being sent by U.S. certified mail, returnreceipt requested, or (iv) one (1) day after deposit with a nationally recognized overnightdelivery service, in each case properly addressed to the party to receive the same. The addressesand facsimile numbers for such 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
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     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 thebenefit of the parties and their respective successors and assigns. Neither the Company nor theBuyer shall assign this Agreement or any rights or obligations hereunder without the prior writtenconsent of the other party hereto.          (h) **No Third Party Beneficiaries**. This Agreement is intended for the benefit of theparties hereto and their respective permitted successors and assigns, and is not for the benefitof, nor may any provision hereof be enforced by, any other person.          (i) **Survival**. The representations and warranties of the Company and the Buyercontained in Sections 2 and 3, the agreements and covenants set forth in Sections 4 and 5 shallsurvive the Closing for a period of two (2) years following the date on which the Shares areconverted in full. The Buyer shall be responsible only for its own representations, warranties,agreements and covenants hereunder.          (j) **Further Assurances****.**Each party shall do and perform, or cause to be done andperformed, all such further acts and things, and shall execute and deliver all such otheragreements, certificates, instruments and documents, as the other party may reasonably request inorder to carry out the intent and accomplish the purposes of this Agreement and the consummation ofthe transactions 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:**       **U.S. HELICOPTER CORPORATION**       By: /s/ John G. Murphy         John G. Murphy    Chief Executive Officer and President
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**SCHEDULE I**           **Address/Facsimile** **Amount of****Name of Buyer** **Signature** **Number of Buyer** **Subscription**Khaled Magdy El-Marsafy /s/ Khaled Magdy El-Marsafy   50,000 shares   Legal Counsel of Buyer: