EXHIBIT 10.91
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.
No. of Shares: 1,000,000
Dated: November 19, 2008
U.S. HELICOPTER CORPORATION
WARRANT
THIS CERTIFIES THAT, for value received, 154 WEST AVIATION
ENTERPRISES
INC. (the "Holder") or its registered assigns is entitled to
purchase from U.S.
HELICOPTER CORPORATION (the "Company") at any time or from time to
time during
the period specified in Paragraph 2 hereof 1,000,000 (ONE MILLION)
fully paid
and non-assessable shares of the Company's Common Stock, $.001 par
value per
share (the "Common Stock"), at an exercise price per share equal to
$0.20 per
share (the "Exercise Price"). This Warrant is being issued pursuant
to the terms
and conditions of that certain Note Purchase Agreement dated as of
the date
hereof between the Holder and the Company (the "Note Purchase
Agreement"). Any
capitalized terms not otherwise defined herein shall have the
definitions set
forth in the Note Purchase Agreement.
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 5 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) delivery to the
Company of a
written notice of an election to effect a "Cashless Exercise" (as
defined in
Paragraph 12(c) below) for the Warrant Shares specified in the
Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be
issued to the
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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
promptly 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 in substantially identical form and dated as of the
date of such
exercise 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").
3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants
to the Holder as follows:
(a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms;
(b) The issuance of the Warrant Shares upon exercise of this
Warrant has been duly authorized;
(c) The execution and delivery of this Warrant are not, and
the issuance of the Warrant Shares upon exercise of this Warrant
in
accordance with the terms hereof will not be, inconsistent with
the
Company's Certificate of Incorporation or By-laws, do not and will
not
contravene any law, governmental rule or regulation, judgment or
order
applicable to the Company, and do not and will not conflict with
or
contravene any provision of, or constitute a default under, any
contract, indenture, mortgage or other instrument of which the
Company
is a party or by which it is bound or require the consent or
approval
of, the giving of notice to, the registration or filing with or
the
taking of any action in respect of or by, any Federal, state or
local
government authority or agency or other person, except for the
filing
of notices pursuant to federal and state securities laws, which
filings
will be effected by the time required thereby; and
(f) There are no actions, suits, audits, investigations or
proceedings pending or, to the knowledge of the Company,
threatened
against the Company in any court or before any governmental
commission,
board or authority which will have a material adverse effect on
the
ability of the Company to perform its obligations under this
Warrant.
4. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants
and
agrees as follows:
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(a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be
validly
issued and outstanding, 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 free
of
preemptive rights and other similar contractual rights of
stockholders,
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.
(e) NOTICES OF RECORD DATE, ETC. In the event of:
(i) any taking by the Company of a record of the
holders of Common Stock for the purpose of determining the holders
who are
entitled to receive any dividend or other distribution,
(ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company, or any
transfer of all or substantially all the assets of the Company to,
or
consolidation or merger of, the Company with or into any
person,
(iii) any voluntary or involuntary dissolution,
liquidation or winding- up of the Company, or
(iv) a sale of substantially all of the outstanding
capital stock of the Company or the issuance of new shares
representing the
majority of the Company's right to vote,
then and in each such event the Company will mail to the Holder a
notice
specifying the record date for voting or the date of closing, as
applicable, of
any event (i) through (iv) above. Such notice shall be delivered to
the Holder
at least 20 days prior to the date of the relevant event.
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5. ADJUSTMENT AND ANTIDILUTION PROVISIONS. 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 Subparagraph (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 Paragraph 5 shall be made to
the nearest cent or to the nearest one-hundredth of a share, as
the
case may be. Anything in this Paragraph 5 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 Paragraph 5, 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 he
