{"id":43856,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/put-option-agreement-gulfstream-international-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"put-option-agreement-gulfstream-international-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/put-option-agreement-gulfstream-international-group.html","title":{"rendered":"Put Option Agreement – Gulfstream International Group"},"content":{"rendered":"

GULFSTREAM INTERNATIONAL GROUP, INC.<\/strong><\/p>\n

PUT OPTION AGREEMENT<\/strong><\/p>\n

Issue Date: August 31, 2008<\/p>\n

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

As used herein the following terms, unless the context otherwise requires,
\nhave the following respective meanings:<\/p>\n

(a)<\/p>\n

The term “Company” shall include Company and any corporation which shall
\nsucceed, or assume the obligations of, Company hereunder.<\/p>\n

(b)<\/p>\n

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

1.<\/p>\n

Right to Require Repurchase<\/u>. At any one or more times after the Put
\nCommencement Date until the Put Termination Date, Holder may require that the
\nCompany repurchase all or any portion of the Put Shares at a price equal to the
\nExercise Price, and such repurchase shall reduce the number of shares of Common
\nStock, if any, that are issuable, but not yet issued, pursuant to the Warrant.
\nThe “Exercise Price” applicable for all the Put Shares under this Put Option
\nshall be equal to $3,000,000, or $5.18 per share.<\/p>\n

2.<\/p>\n

Exercise of the Put Option<\/u>. If the Holder wishes to exercise its Put
\nOption rights, it shall submit to the Company, in writing, a notice indicating
\nthe number of Put Shares it wishes the Company to repurchase (an “Exercise
\nNotice”). The Exercise Notice may be submitted to the Company at any time
\nbeginning 30 days prior to the Put Commencement<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Date and ending on the Put Termination Date. Upon receipt of the Exercise
\nNotice, the Company will have thirty (30) days from its receipt of the Exercise
\nNotice to pay the Exercise Price to Holder. The Put Option will be deemed
\nexercised on the date upon which the Company receives the Exercise Notice and
\nthe Company shall, subject to the provisions of paragraph 3, purchase at the
\nExercise Price the Put Shares subject to such Exercise Notice within thirty (30)
\ndays from its receipt of the Exercise Notice. The Exercise Price shall be paid
\nby the Company to the Holder by wire transfer of funds to such account as is
\ndesignated by Holder.<\/p>\n

3.<\/p>\n

Event of Default<\/u>. If after thirty (30) days from its receipt of an
\nExercise Notice, the Company has not paid the Exercise Price for the Put Shares
\nthat are subject thereto, the Company shall issue to Holder within 10 days
\nthereafter a convertible promissory note (a “Note”), convertible into the number
\nof Put Shares that are the subject of such Exercise Notice, with a face value
\nequal to such unpaid Exercise Price, bearing interest at 18 percent (18%) per
\nannum, payable on a monthly basis based on a 24-month level amortization,
\nsecured by a lien on all of the assets that secure the Debenture and containing
\nother mutually agreed upon terms. The Note shall contain the following
\nadditional terms: (i) anti-dilution provisions, similar to those contained
\nherein, (ii) customary registration rights, (iii) an allowance for partial or
\nfull conversion of the Note, (iv) the Company may satisfy its obligation under
\nthe Note (principal and\/or interest) with its Common Stock, subject to any
\nvolume or percentage restriction if such Common Stock is publicly traded at the
\ntime of payment and (v) optional conversion upon notice of repayment by the
\nCompany. The Company hereby irrevocably constitutes and appoints Purchaser as
\nits attorney-in-fact (which appointment is coupled with an interest) to prepare
\nand sign in the name and on behalf of the Company, as the Company153s
\nattorney-in-fact, a Note to Purchaser in accordance with the terms hereof in the
\nevent the Company has not issued a Note within the 10-day period referred to
\nabove.<\/p>\n

4.<\/p>\n

Assignment<\/u>. Subject to compliance with applicable securities laws,
\nthis Put Option, and the rights evidenced hereby, may be transferred by the
\nHolder hereof, in whole or in part; provided, however, that the Company must be
\nnotified, in writing, of such transfer by the transferor.<\/p>\n

5.<\/p>\n

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

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

provision which may prove invalid or unenforceable under any law shall not
\naffect the validity or enforceability of any other provision of this Put Option.
\nThe headings in this Put Option are for purposes of reference only, and shall
\nnot limit or otherwise affect any of the terms hereof. The invalidity or
\nunenforceability of any provision hereof shall in no way affect the validity or
\nenforceability of any other provision. The Company acknowledges that its legal
\ncounsel participated in the preparation of this Put Option and, therefore,
\nstipulates that the rule of construction that ambiguities are to be resolved
\nagainst the drafting party shall not be applied in the interpretation of this
\nPut Option to favor any party against the other party.<\/p>\n

(Signature Page Follows<\/em>)<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

IN WITNESS WHEREOF, the undersigned have executed this Put Option as of the
\ndate first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

GULFSTREAM INTERNATIONAL GROUP, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

SHELTER ISLAND OPPORTUNITY FUND , LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By: Shelter Island GP, LLC, its Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7705],"corporate_contracts_industries":[],"corporate_contracts_types":[9629],"class_list":["post-43856","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gulfstream-international-group-inc","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43856","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43856"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43856"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43856"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43856"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}