COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of GULFSTREAM INTERNATIONAL GROUP, INC.Convertible Security Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SAH-VUL Strategic Partners I, LLC, a Florida limited liability company, 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 “Issuance Date”) and on or prior to the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) to purchase up to 500,000 shares (the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of Gulfstream International Group, Inc., a Delaware corporation (the “Company”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractConvertible Security Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • Florida
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled
THIS SECURITY AGREEMENT (this "Agreement"), dated as of August 31, 2010, given by Gulfstream International Group, Inc., a Delaware corporation (the “Borrower”), Gulfstream Connection, Inc., a Florida corporation, Gulfstream International Airlines, Inc., a Florida corporation, Gulfstream Training Academy, Inc., a Florida corporation, and GIA Holdings Corp., a Delaware corporation (each individually a "Debtor" and collectively, the "Debtors"), in favor SAH-VUL Strategic Partners I, LLC, a Florida limited liability company (the "Secured Party").
CONTINUING AND UNCONDITIONAL GUARANTYContinuing and Unconditional Guaranty • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled
FOR VALUE RECEIVED, as of August 31, 2010, and to induce SAH-VUL Strategic Partners I, LLC, a Florida limited liability company (the “Lender”), to make loans or advances or to extend credit or other financial accommodations or benefits, with or without security, to or for the account of Gulfstream International Group, Inc., a Delaware corporation (the “Borrower”), the undersigned, ________________________________, a __________ corporation (the “Guarantor”), hereby becomes surety for and irrevocably and unconditionally guarantees to the Lender the payment when due, whether by acceleration or otherwise, of any and all Obligations (defined below). Capitalized terms used but not defined in this agreement have the meanings assigned to them in the Note (defined below) or the Additional Note (defined below), as the case may be.
WAIVER, CONSENT AND INTERCREDITOR AGREEMENTWaiver, Consent and Intercreditor Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • Florida
THIS WAIVER, CONSENT, AND INTERCREDITOR AGREEMENT is entered into as of the 31st day of August, 2010 (this “Agreement”) by and among TAGLICH BROTHERS, INC., a New York corporation ("Taglich") with an address of 275 Madison Avenue, Suite 1618, New York, NY 10016, as collateral agent on its own behalf and for the Purchasers listed on Exhibit A to the Taglich Debt Documents (as hereinafter defined) (together with Taglich, individually and collectively, the “Taglich Note Purchasers”); SHELTER ISLAND OPPORTUNITY FUND, LLC, a Delaware limited liability company (“Shelter Island”) with a place of business, c/o RAM Capital Resources, LLC, at 535 Fifth Avenue, 25th floor, New York, NY 10017; SAH-VUL STRATEGIC PARTNERS I, LLC, a Florida limited liability company (“SVSP”) with an address of 1690 S. Congress Avenue, Suite 200, Delray Beach, FL 33445; GULFSTREAM INTERNATIONAL GROUP, INC. a Delaware corporation (“Gulfstream” or the “Debtor”) with a place of business at 3201 Griffin Road, Ft. Lauderda
SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT OF CONTRACTSecurity Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • Florida
THIS SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT OF CONTRACT (the "Assignment") is made and entered into as of the 31st day of August, 2010 by Gulfstream International Airlines, Inc., a Florida corporation (the "Assignor"), in favor of SAH-VUL Strategic Partners I, LLC, a Florida limited liability company (the "Assignee").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 8th, 2010 • Gulfstream International Group Inc • Air transportation, scheduled • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2010, by and between Gulfstream International Group, Inc., a Delaware corporation (the “Company”), and SAH-VUL Strategic Partners I, LLC, a Florida limited liability company, or its assigns (the “Purchaser”).
