COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of GULFSTREAM INTERNATIONAL GROUP, INC.Gulfstream International Group Inc • March 5th, 2010 • Air transportation, scheduled
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Shelter Island Opportunity Fund, LLC or its registered assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the sixth anniversary of the Initial Exercise Date (the “Termination Date”) to purchase up to such aggregate number of shares of Common Stock (as defined below) equal to the difference of (x) fifteen percent (15%) of the Company Fully-Diluted Stock (as defined in that certain Forbearance Agreement, dated February 26, 2010, by and between the Company and the Holder (the “Forbearance Agreement”)) less (y) such aggregate number of shares of Common Stock issuable upon exercise of the Put Warrant (as defined in the Forbearance Agreement) (without regard to any limitations on exercise set forth therein) (the shares of Common Stock issuab
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 26, 2010, by and among GULFSTREAM INTERNATIONAL GROUP, INC. (the “Company”), and the purchaser set forth on the signatures pages hereto (the "Purchaser").
AMENDMENT TO PUT OPTION AGREEMENTPut Option Agreement • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled
This Amendment to Put Option Agreement (the “Amendment”) dated as of February 26, 2010, by and among Gulfstream International Group, Inc., a corporation organized under the laws of the State of Delaware (“Company”) and Shelter Island Opportunity Fund, LLC (together with its permitted assigns, the “Holder”).
WAIVER, CONSENT AND INTERCREDITOR AGREEMENTWaiver, Consent and Intercreditor Agreement • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • New York
THIS WAIVER, CONSENT, AND INTERCREDITOR AGREEMENT is entered into the 26th day of February 2010 (this “Agreement”) by and among TAGLICH BROTHERS, INC., as collateral agent (the “Collateral Agent”) for the Purchasers listed on Exhibit A to the “Taglich Debt Documents” (as hereinafter defined), with an address of 275 Madison Avenue, Suite 1618, New York, NY 10016 (with the Collateral Agent, individually and collectively, the “Senior Creditor”); SHELTER ISLAND OPPORTUNITY FUND, LLC, a Delaware limited liability company with a place of business, c/o RAM Capital Resources, LLC, at 535 Fifth Avenue, 25th floor, New York, NY 10017 (“Shelter Island”), and GULFSTREAM INTERNATIONAL GROUP, INC., a Delaware corporation with a place of business at 3201 Griffin Road, Ft. Lauderdale, Florida 33312 (“Gulfstream” or the “Debtor”).
OMNIBUS AMENDMENT TO GUARANTY AGREEMENTSGuaranty Agreements • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled
This Omnibus Amendment to Guaranty Agreements (the “Amendment”) dated as of February 26, 2010, is made by Gulfstream Connection, Inc., a Florida corporation (“GCI”), Gulfstream International Airlines, Inc., a Florida corporation (“GIA”), Gulfstream Training Academy, Inc., a Florida corporation (“GTA”) and GIA Holdings Corp., a Delaware corporation (“Holdings”, and collectively and individually with GCI, GIA and GTA, the “Guarantor” or the “Guarantors”)) for the benefit of Shelter Island Opportunity Fund, LLC (together with its permitted assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of February 26, 2010, is made by GULFSTREAM INTERNATIONAL GROUP, INC., a Delaware corporation (“Gulfstream”) and TAGLICH BROTHERS, INC., as agent for each and every Purchaser under the Purchase Agreement (in such capacity, “Secured Party”) and the subsidiaries of Gulfstream that are signatories hereto (collectively, the “Guarantors”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
FORBEARANCE AGREEMENT AND AMENDMENT TO DEBENTUREForbearance Agreement And • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • New York
This Forbearance Agreement and Amendment to Debenture (the “Agreement”) is entered into this 26th day of February, 2010 by and between Gulfstream International Group, Inc., a Delaware corporation (“Company”) and Shelter Island Opportunity Fund, LLC (“Holder”).
PURCHASE AGREEMENTPurchase Agreement • March 5th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • New York
THIS PURCHASE AGREEMENT FOR SENIOR SECURED NOTES AND WARRANTS (the “Agreement”) is dated as of February 26, 20010 by and among Gulfstream International Group, Inc., a Delaware corporation (the “Company”), and of the Purchasers of the Senior Secured Notes and Warrants of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
