Put Option Agreement – Gulfstream International Group

GULFSTREAM INTERNATIONAL GROUP, INC.

PUT OPTION AGREEMENT

Issue Date: August 31, 2008

Gulfstream International Group, Inc., a corporation organized under the laws
of the State of Delaware (“Company”), hereby agrees that, for value received,
Shelter Island Opportunity Fund, LLC, its successors or assigns (the “Holder”),
is entitled, subject to the terms set forth below, to require the Company (as
defined herein) from and after the earlier of (i) the repayment in full of all
amounts owed to the Holder under the Company153s $5,100,000 Secured Original Issue
Discount Debenture issued to the initial Holder on the date hereof (the
“Debenture”) or (ii) the date that is 36 months after the Closing Date (as such
term is defined in the Securities Purchase Agreement dated as of even date
herewith between the Company and the Holder) (the “Put Commencement Date”),
until August 31, 2014 (the “Put Termination Date”), to repurchase from Holder at
the Exercise Price (as defined herein) up to the maximum number of shares (the
“Put Shares”) of Common Stock (as defined herein) that are issuable, but not yet
issued, pursuant to the Common Stock Purchase Warrant attached hereto (the
“Warrant”) that was issued by the Company. The number and character of the Put
Shares and the Exercise Price per share are subject to the adjustment mechanisms
under the Warrants.

As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

(a)

The term “Company” shall include Company and any corporation which shall
succeed, or assume the obligations of, Company hereunder.

(b)

The term “Common Stock” includes (i) the Company153s Common Stock, $0.01 par
value per share; and (ii) any other class of securities into which such
securities may be reclassified, converted or exchanged into, whether pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

1.

Right to Require Repurchase. At any one or more times after the Put
Commencement Date until the Put Termination Date, Holder may require that the
Company repurchase all or any portion of the Put Shares at a price equal to the
Exercise Price, and such repurchase shall reduce the number of shares of Common
Stock, if any, that are issuable, but not yet issued, pursuant to the Warrant.
The “Exercise Price” applicable for all the Put Shares under this Put Option
shall be equal to $3,000,000, or $5.18 per share.

2.

Exercise of the Put Option. If the Holder wishes to exercise its Put
Option rights, it shall submit to the Company, in writing, a notice indicating
the number of Put Shares it wishes the Company to repurchase (an “Exercise
Notice”). The Exercise Notice may be submitted to the Company at any time
beginning 30 days prior to the Put Commencement

Date and ending on the Put Termination Date. Upon receipt of the Exercise
Notice, the Company will have thirty (30) days from its receipt of the Exercise
Notice to pay the Exercise Price to Holder. The Put Option will be deemed
exercised on the date upon which the Company receives the Exercise Notice and
the Company shall, subject to the provisions of paragraph 3, purchase at the
Exercise Price the Put Shares subject to such Exercise Notice within thirty (30)
days from its receipt of the Exercise Notice. The Exercise Price shall be paid
by the Company to the Holder by wire transfer of funds to such account as is
designated by Holder.

3.

Event of Default. If after thirty (30) days from its receipt of an
Exercise Notice, the Company has not paid the Exercise Price for the Put Shares
that are subject thereto, the Company shall issue to Holder within 10 days
thereafter a convertible promissory note (a “Note”), convertible into the number
of Put Shares that are the subject of such Exercise Notice, with a face value
equal to such unpaid Exercise Price, bearing interest at 18 percent (18%) per
annum, payable on a monthly basis based on a 24-month level amortization,
secured by a lien on all of the assets that secure the Debenture and containing
other mutually agreed upon terms. The Note shall contain the following
additional terms: (i) anti-dilution provisions, similar to those contained
herein, (ii) customary registration rights, (iii) an allowance for partial or
full conversion of the Note, (iv) the Company may satisfy its obligation under
the Note (principal and/or interest) with its Common Stock, subject to any
volume or percentage restriction if such Common Stock is publicly traded at the
time of payment and (v) optional conversion upon notice of repayment by the
Company. The Company hereby irrevocably constitutes and appoints Purchaser as
its attorney-in-fact (which appointment is coupled with an interest) to prepare
and sign in the name and on behalf of the Company, as the Company153s
attorney-in-fact, a Note to Purchaser in accordance with the terms hereof in the
event the Company has not issued a Note within the 10-day period referred to
above.

4.

Assignment. Subject to compliance with applicable securities laws,
this Put Option, and the rights evidenced hereby, may be transferred by the
Holder hereof, in whole or in part; provided, however, that the Company must be
notified, in writing, of such transfer by the transferor.

5.

Miscellaneous. This Put Option and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Put Option shall be governed by and construed in accordance with
the laws of the State of New York without regard to its principles of conflicts
of laws. Any action brought concerning the transactions contemplated by this Put
Option shall be brought only in the state courts of New York or in the federal
courts located in the State of New York; provided, however, that Holder may
choose to waive this provision and bring an action outside the State of New
York. The Company agrees to submit to the jurisdiction of such courts and waive
trial by jury. The prevailing party shall be entitled to recover from the other
party its reasonable attorney153s fees and costs. In the event that any provision
of this Put Option is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such

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provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Put Option.
The headings in this Put Option are for purposes of reference only, and shall
not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision. The Company acknowledges that its legal
counsel participated in the preparation of this Put Option and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved
against the drafting party shall not be applied in the interpretation of this
Put Option to favor any party against the other party.

(Signature Page Follows)

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IN WITNESS WHEREOF, the undersigned have executed this Put Option as of the
date first written above.

	GULFSTREAM INTERNATIONAL GROUP, INC.
	By:
	Name:
	Title:
	SHELTER ISLAND OPPORTUNITY FUND , LLC
	By: Shelter Island GP, LLC, its Manager
	By:
	Name:
	Title: