EXHIBIT 10.102
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE
REGISTRATION
THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED
UNDER SUCH ACT,
OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM
AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL AND FROM
ATTORNEYS
REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS
NOT REQUIRED.
U.S. HELICOPTER CORPORATION
WARRANT
This
Warrant is issued in connection with that certain Securities
Purchase
Agreement (the "Agreement") dated as of March 25, 2008 by and
between U.S.
HELICOPTER CORPORATION, a Delaware corporation (the "Company"), and
KUWAIT
HOLDING, KSC. Capitalized terms used herein, but not otherwise
defined, shall
have the meaning given to them in the Agreement.
THIS
CERTIFIES THAT, for value received, KUWAIT HOLDING, KSC (the
"Holder") or its registered assigns is entitled to purchase from
the Company at
any time or from time to time during the period specified in
Paragraph 2 hereof
2,783,333 (TWO MILLION SEVEN HUNDRED EIGHTY THREE THOUSAND THREE
HUNDRED THIRTY
THREE) fully paid and nonassessable shares of the Company's Common
Stock, $.001
par value per share (the "Common Stock"), at an exercise price per
share equal
to $0.01 per share (the "Exercise Price").
The term
"Warrant Shares," as used herein, refers to the shares of
Common
Stock purchasable hereunder. The Warrant Shares and the Exercise
Price are
subject to adjustment as provided in Paragraph 4 hereof. This
Warrant is subject
to the following terms, provisions, and conditions:
1. MANNER
OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
Subject to the provisions hereof, this Warrant may be exercised by
the holder
hereof, in whole or in part, by the surrender of this Warrant,
together with a
completed exercise agreement in the form attached hereto (the
"Exercise
Agreement"), to the Company during normal business hours on any
business day at
the Company's principal executive offices (or such other office or
agency of the
Company as it may designate by notice to the holder hereof), and
upon (i)
payment to the Company in cash, by certified or official bank check
or by wire
transfer for the account of the Company of the Exercise Price for
the Warrant
Shares specified in the Exercise Agreement or (ii) if the resale of
the Warrant
Shares by the holder is not then registered pursuant to an
effective
registration statement under the Securities Act of 1933, as amended
(the
"Securities Act"), delivery to the Company of a written notice of
an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below)
for the Warrant
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Shares specified in the Exercise Agreement. The Warrant Shares so
purchased
shall be deemed to be issued to the holder hereof or such holder's
designee, as
the record owner of such shares, as of the close of business on the
date on
which this Warrant shall have been surrendered, the completed
Exercise Agreement
shall have been delivered, and payment shall have been made for
such shares as
set forth above. Certificates for the Warrant Shares so purchased,
representing
the aggregate number of shares specified in the Exercise Agreement,
shall be
delivered to the holder hereof within a reasonable time after this
Warrant shall
have been so exercised. The certificates so delivered shall be in
such
denominations as may be requested by the holder hereof and shall be
registered
in the name of such holder or such other name as shall be
designated by such
holder. If this Warrant shall have been exercised only in part,
then, unless
this Warrant has expired, the Company shall, at its expense, at the
time of
delivery of such certificates, deliver to the holder a new Warrant
representing
the number of shares with respect to which this Warrant shall not
then have been
exercised.
2. PERIOD
OF EXERCISE. This Warrant is exercisable at any time or from
time to time on or after the date hereof and before 5:00 p.m., New
York, New
York time on the fifth anniversary of such date (the "Exercise
Period"), which
date may not be later than March 31, 2013 (the "Warrant Expiration
Date").
3. CERTAIN
AGREEMENTS OF THE COMPANY. the Company hereby covenants and
agrees as follows:
(A) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance
in
accordance with the terms of this Warrant, be validly issued,
fully
paid, and
nonassessable and free from all taxes, liens, and charges with
respect to
the issue thereof.
(B) RESERVATION OF
SHARES. During the Exercise Period, the Company
shall at
all times have authorized, and reserved for the purpose of
issuance
upon exercise of this Warrant, a sufficient number of shares of
Common
Stock to provide for the exercise of this Warrant.
(C) LISTING. The Company shall promptly secure the listing of
the
shares of
Common Stock issuable upon exercise of the Warrant upon each
national
securities exchange or automated quotation system, if any, upon
which
shares of Common Stock are then listed (subject to official
notice
of
issuance upon exercise of this Warrant) and shall maintain, so long
as
any other
shares of Common Stock shall be so listed, such listing of all
shares of
Common Stock from time to time issuable upon the exercise of
this
Warrant.
(D) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon
any
entity
succeeding to the Company by merger, consolidation, or
acquisition
of all or
substantially all the Company's assets.
2
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4.
ADJUSTMENT AND ANTIDILUTION PROVISIONS.1. On or after the date
of
issuance of this Warrant, the Warrant Exercise Price and number of
shares
issuable pursuant to this Warrant shall be subject to adjustment as
follows:
(A) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common
Stock,
(ii) subdivide or reclassify its outstanding shares of Common
Stock
into a
greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares,
the
Exercise
Price in effect at the time of the record date for such
dividend
or
distribution or of the effective date of such subdivision,
combination
or
reclassification shall be adjusted so that it shall equal the
price
determined
by multiplying the Exercise Price by a fraction, the
denominator of
which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and the numerator
of which
shall be
the number of shares of Common Stock immediately prior to such
action.
Such adjustment shall be made each time any event listed above
shall
occur.
(B) Whenever the Exercise Price payable upon exercise of each
Warrant is
adjusted pursuant to Subsection (a) above, the number of shares
purchasable upon exercise of this Warrant shall simultaneously be
adjusted
by
multiplying the number of shares initially issuable upon exercise
of
this
Warrant by the Exercise Price in effect on the date hereof and
dividing
the product so obtained by the Exercise Price, as adjusted.
(C) All calculations under this Section 4 shall be made to the
nearest
cent or to the nearest one-hundredth of a share, as the case
may
be.
Anything in this Section 4 to the contrary notwithstanding, the
Company
shall be entitled, but shall not be required, to make such
changes
in the
Exercise Price in addition to those required by this Section 4,
as
it shall
determine, in its sole discretion, to be advisable in order
that
any
dividend or distribution in shares of Common Stock, or any
subdivision, reclassification or combination of Common Stock,
hereafter
made by
the Corporation shall not result in any Federal Income tax
liability
to the holders of the Common Stock or securities convertible
into
Common Stock (including warrants).
(D) Whenever the Exercise Price is adjusted, as herein provided,
the
Corporation shall promptly cause a notice setting forth the
adjusted
Exercise
Price and adjusted number of shares issuable upon exercise of
each
Warrant to be mailed to the Holder, at its last address appearing
in
the
Company's Warrant Register. The Company may retain a firm of
independent certified public accountants selected by the Board
of
Directors
(who may be the regular accountants employed by the Company) to
make any
computation required by this Section 4, and a certificate
signed
by such
firm shall be conclusive evidence of the correctness of such
adjustment.
(E) In addition to the above, the Holder shall be entitled to
the
anti-dilution and corresponding adjustment provisions included in
Section
8(a) of
the Agreement.
5. ISSUE
TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder
of this
Warrant or such shares for any issuance tax or other costs in
respect thereof,
provided that the Company shall not be required to pay any tax
which may be
payable in respect of any tra
