{"id":43912,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-gulfsteam-international-group.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-gulfsteam-international-group","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/securities-purchase-agreement-gulfsteam-international-group.html","title":{"rendered":"Securities Purchase Agreement – Gulfsteam International Group"},"content":{"rendered":"

SECURITIES PURCHASE AGREEMENT<\/strong><\/p>\n

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”<\/strong>) is
\nentered into as of the 16th day of September, 2008, by and among GULSTREAM
\nINTERNATIONAL GROUP, INC., a Delaware corporation (the
\n“Company”<\/strong>), and GULFSTREAM FUNDING, LLC, a Delaware limited
\nliability company (the “Investor”<\/strong>).<\/p>\n

RECITAL:<\/strong><\/p>\n

WHEREAS, the Company and the Investor deem it advisable for the Investor to
\npurchase and the Company to sell to the Investor the Securities (as defined
\nbelow), all upon the terms and subject to the conditions herein provided.<\/p>\n

NOW, THEREFORE, in consideration of the mutual promises and other
\nconsideration hereinafter set forth, the adequacy and receipt of which hereby
\nare acknowledged by the parties hereto, the parties agree as follows:<\/p>\n

1.<\/p>\n

DEFINITIONS. In addition to the terms defined elsewhere in this Agreement,
\nwhen used herein the following terms shall have the meanings set forth in this
\nSection 1:<\/p>\n

“Action”<\/strong> means any action, suit, inquiry, notice of
\nviolation, proceeding (including any partial proceeding such as a deposition) or
\ninvestigation pending or threatened against or affecting the Company, any
\nSubsidiary or any property of the Company or any Subsidiary before or by any
\ncourt, arbitrator, governmental or administrative agency, regulatory authority
\n(federal, state, county, local or foreign), stock market, stock exchange or
\ntrading facility.<\/p>\n

“Affiliate”<\/strong> means, with respect to any Person, any other
\nPerson that, directly or indirectly through one or more intermediaries, controls
\nor is controlled by or is under common control with such Person, as such terms
\nare used in and construed under Rule 144.<\/p>\n

“Business Day”<\/strong> means any day except Saturday, Sunday and any
\nday that is a federal legal holiday or a day on which banking institutions in
\nthe State of New York are authorized or required by law or other governmental
\naction to close.<\/p>\n

“Code Share Agreement”<\/strong> means the agreement between the
\nCompany and Continental Airlines, Inc. (“Continental153) that provides for the
\nsharing of Continental153s designator code and including any other operating
\nalliance with Continental.<\/p>\n

“Common Stock”<\/strong> means the common stock of the Company, $0.01
\npar value per share, and any securities into which such common stock may
\nhereafter be reclassified.<\/p>\n

“Common Stock Equivalents”<\/strong> means any securities of the
\nCompany or any Subsidiary which entitle the holder thereof to acquire Common
\nStock at any time, including without limitation, any debt, preferred stock,
\nrights, options, warrants or other instrument that is at any time convertible
\ninto or exchangeable for, or otherwise entitles the holder thereof to receive,\n<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Common Stock or other securities that entitle the holder to receive, directly
\nor indirectly, Common Stock.<\/p>\n

“Disclosure Schedules”<\/strong> means the Disclosure Schedules
\nattached to this Agreement and each referred to herein as a Schedule.<\/p>\n

“Dollars”<\/strong> means U.S. dollars.<\/p>\n

“Eligible Market”<\/strong> means any of the New York Stock Exchange,
\nthe American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
\nMarket or the NASDAQ Capital Market.<\/p>\n

“Equity Interest”<\/strong> means (i) shares of corporate stock,
\npartnership interests, membership interests and any other interest that confers
\non a Person the right to receive a share of the profits and losses of, or a
\ndistribution of the assets of, the issuing Person and (ii) all warrants, options
\nor other rights to acquire any Equity Interest set forth in clause (i) of this
\ndefined term.<\/p>\n

“Exchange Act”<\/strong> means the U.S. Securities Exchange Act of
\n1934, as amended.<\/p>\n

“GAAP”<\/strong> means U.S. generally accepted accounting principles
\nas in effect from time to time applied on a consistent basis during the periods
\ninvolved.<\/p>\n

“Guarantor”<\/strong> means each Subsidiary of the Company.<\/p>\n

“Guaranties”<\/strong> mean the several Junior Guaranties, each dated
\nas of the date hereof, executed by each Guarantor in favor of Purchaser.<\/p>\n

“Lien”<\/strong> means (a) any lien, charge, claim, security interest,
\nencumbrance, right of first refusal or other restriction, wherever created or
\ncharged, (b) with respect to any property, the interest of a vendor or a lessor
\nunder any conditional sale agreement, capital lease or title retention agreement
\nrelating to such property, and (c) in the case of securities, any purchase
\noption, call or similar right of a third party with respect to such securities.\n<\/p>\n

“Person”<\/strong> means an individual or corporation, partnership,
\ntrust, incorporated or unincorporated association, joint venture, limited
\nliability company, joint stock company, government (or an agency or subdivision
\nthereof) or other entity of any kind.<\/p>\n

“Proceeding”<\/strong> means an action, claim, suit, investigation or
\nproceeding (including, without limitation, an investigation or partial
\nproceeding, such as a deposition), whether commenced or threatened.<\/p>\n

“Related Parties”<\/strong> means, with respect to any specified
\nPerson, such Person153s Affiliates and the respective directors, officers,
\nemployees, agents and advisors of such Person and such Person153s Affiliates.<\/p>\n

“Rule 144”<\/strong> means Rule 144 promulgated by the Commission
\npursuant to the Securities Act, as such Rule may be amended from time to time,
\nor any similar rule or regulation hereafter adopted by the Commission having
\nsubstantially the same effect as such Rule.<\/p>\n<\/p>\n

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

<\/p>\n

“Securities Act”<\/strong> means the Securities Act of 1933, as
\namended, and the rules and regulations promulgated hereunder.<\/p>\n

“Security Agreements”<\/strong> means the Junior Security Agreements,
\neach dated as of the date hereof, executed by each Guarantor in favor of
\nInvestor.<\/p>\n

“Subsidiary”<\/strong> means, with respect to any Person (the
\n“parent”) at any date, any corporation, limited liability company, partnership,
\nassociation or other entity the accounts of which would be consolidated with
\nthose of the parent in the parent153s consolidated financial statements if such
\nfinancial statements were prepared in accordance with GAAP as of such date, as
\nwell as any other corporation, limited liability company, partnership,
\nassociation or other entity of which securities or other ownership interests
\nrepresenting 50% or more of the equity or 50% or more of the ordinary voting
\npower is or, in the case of a partnership, 50% or more of the general
\npartnership interests are, as of such date, owned, controlled or held by the
\nparent or one or more subsidiaries of the parent. Unless otherwise expressly
\nprovided, “Subsidiary” shall mean a Subsidiary of the Company.<\/p>\n

“Trading Day”<\/strong> means (i) a day on which the Common Stock is
\ntraded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the
\nCommon Stock is not traded on a Trading Market (other than the OTC Bulletin
\nBoard), a day on which the Common Stock is traded in the over-the-counter
\nmarket, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is
\nnot traded on any Trading Market and not quoted on the OTC Bulletin Board, a day
\non which the Common Stock is quoted in the over the counter market as reported
\nby the National Quotation Bureau Incorporated (or any similar organization or
\nagency succeeding to its functions of reporting prices); provided<\/u>, that
\nin the event that the Common Stock is not listed or quoted as set forth in (i),
\n(ii) and (iii) hereof, then Trading Day shall mean a Business Day.<\/p>\n

“Trading Market”<\/strong> means the American Stock Exchange or any
\nother Eligible Market on which the Common Stock is then listed or quoted.<\/p>\n

“Transaction Documents”<\/strong> means this Agreement, the Debenture,
\nthe Warrant, the Guaranties, the Security Agreements and any other documents or
\nagreements executed or delivered in connection with the transactions
\ncontemplated hereunder.<\/p>\n

“Warrant Shares”<\/strong> means the share of Common Stock issued and
\nissuable upon exercise of the Warrant.<\/p>\n

2.<\/p>\n

DESCRIPTION OF SECURITIES; COMMITMENT.<\/p>\n

2.1<\/p>\n

Description of the Debenture<\/u><\/p>\n

. The Company has authorized the issue and sale of a Junior Subordinated
\nDebenture, in an aggregate principal amount of $1,000,000 and in substantially
\nthe form of Exhibit A hereto (the “Debenture”<\/strong>). The Debenture
\nwill be dated the date of issue and bear interest at the rate of 12.00% per
\nannum, and shall be payable as provided in the Debenture.<\/p>\n

2.2<\/p>\n

Description of the Warrant<\/u><\/p>\n

. The Company has authorized the issue and sale of a Warrant for the purchase
\nof 225,000 shares of Common Stock at a purchase price equal to $3.20<\/p>\n<\/p>\n

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

<\/p>\n

per share in substantially the form of Exhibit B hereto (the
\n“Warrant”<\/strong> and, together with the Debenture, the
\n“Securities”<\/strong>).<\/p>\n

2.3<\/p>\n

Purchase of the Securities<\/u><\/p>\n

. Subject to the terms and conditions hereof and on the basis of the
\nrepresentations and warranties hereinafter set forth, on the Closing Date (as
\ndefined below), the Company agrees to issue and sell to the Investor, and the
\nInvestor agrees to purchase from the Company, the Securities at a price equal to
\n$1,000,000. The parties hereto acknowledge and agree that the Warrant has a fair
\nmarket value of $20,000 and that the purchase price for the Warrant is equal to
\nthat amount.<\/p>\n

2.4<\/p>\n

Closing Date<\/u><\/p>\n

. Delivery of the Debenture and the Warrant to be issued and purchased
\npursuant to this Agreement shall be at the offices of the Company, 3201 Griffin
\nRoad, 4th<\/sup> Floor, Fort Lauderdale, Florida, 33312, against payment to
\nthe Company of the purchase price therefor by wire transfer of immediately
\navailable funds (the “Closing”<\/strong>), at 10:00 A.M., local time, on
\n_______________, 2008 or such later date as shall be mutually agreed upon by the
\nCompany and the Investor (the “Closing Date”<\/strong>).<\/p>\n

3.<\/p>\n

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.<\/p>\n

In order to induce the Investor to enter into this Agreement and to purchase
\nthe Securities, the Company hereby represents and warrants to the Investor that,
\nexcept as set forth on the Disclosure Schedules hereto which disclosure Schedule
\nshall be deemed a part hereof and to qualify any representation or warranty
\notherwise made herein to the extent of such disclosure:<\/p>\n

3.1<\/p>\n

Subsidiaries<\/u><\/p>\n

. The Company does not directly or indirectly control or own any Equity
\nInterest in any Subsidiary, other than as listed in Schedule 3.1(a)<\/u>.
\nExcept as disclosed in Schedule 3.1(b)<\/u>, the Company owns, directly or
\nindirectly, all of the Equity Interests of each Subsidiary free and clear of any
\nLien, and all the issued and outstanding Equity Interests of each Subsidiary are
\nvalidly issued and are fully paid, non-assessable and free of preemptive and
\nsimilar rights.<\/p>\n

3.2<\/p>\n

Organization and Qualification<\/u><\/p>\n

. Each of the Company and each Subsidiary is an entity duly incorporated or
\notherwise organized, validly existing and in good standing under the laws of the
\njurisdiction of its incorporation or organization (as applicable), with the
\nrequisite power and authority to own and use its properties and assets and to
\ncarry on its business as currently conducted. Neither the Company nor any
\nSubsidiary is in violation or default of any of the provisions of its respective
\ncertificate or articles of incorporation, bylaws or other organizational or
\ncharter documents. Each of the Company and each Subsidiary is duly qualified to
\nconduct business and is in good standing as a foreign corporation or other
\nentity in each jurisdiction in which the nature of the business conducted or
\nproperty owned by it makes such qualification necessary, except where the
\nfailure to be so qualified or in good standing, as the case may be, could not,
\nindividually or in the aggregate, have or reasonably be expected to result in
\n(i) a material adverse effect on the legality, validity or enforceability of any
\nTransaction Document or Code Share Agreement which is not waived or is not
\ncapable of being cured within ten (10) days, (ii) a material adverse effect on
\nthe results of operations, assets, business or condition (financial or
\notherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a
\nmaterial adverse impairment to the Company153s or any Subsidiary153s ability to
\nperform in any<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

material respect on a timely basis its obligations under any Transaction
\nDocument or Code Share Agreement which is not waived or is not capable of being
\ncured in ten (10) days (any of (i), (ii) or (iii), a “Material Adverse
\nEffect”<\/strong>) and no Proceeding has been instituted in any such jurisdiction
\nrevoking, limiting or curtailing or seeking to revoke, limit or curtail such
\npower and authority or qualification.<\/p>\n<\/p>\n

3.3<\/p>\n

Authorization; Enforcement<\/u><\/p>\n

. Each of the Company and the Subsidiaries has the requisite corporate power
\nand authority to enter into and to consummate the transactions contemplated by
\neach of the Transaction Documents and Code Sharing Agreements to which it is a
\nparty and otherwise to carry out its obligations hereunder and thereunder.
\nExcept as set forth on Schedule 3.3<\/u>, the execution and delivery of the
\nTransaction Documents and Code Sharing Agreements by the Company and the
\nSubsidiaries and the consummation by them of the transactions contemplated
\nhereby and thereby have been duly authorized by all necessary action on the part
\nof the Company and the Subsidiaries and no further action is required by the
\nCompany, the Subsidiaries, their respective boards of directors or stockholders
\nin connection therewith other than the Required Approvals. Each Transaction
\nDocument and Code Sharing Agreement to which the Company or a Subsidiary is a
\nparty has been (or upon delivery will have been) duly executed by them and, when
\ndelivered in accordance with the terms hereof and thereof, will constitute the
\nvalid and binding obligation of theirs enforceable against them in accordance
\nwith its terms except (i) as limited by general equitable principles and
\napplicable bankruptcy, insolvency, reorganization, moratorium and other laws of
\ngeneral application affecting enforcement of creditors153 rights generally, (ii)
\nas limited by laws relating to the availability of specific performance,
\ninjunctive relief or other equitable remedies and (iii) insofar as
\nindemnification and contribution provisions may be limited by applicable law.\n<\/p>\n

3.4<\/p>\n

No Conflicts<\/u><\/p>\n

. Except as set forth on Schedule 3.4<\/u>, the execution, delivery and
\nperformance of the Transaction Documents and Code Sharing Agreements by the
\nCompany and the Subsidiaries, and the consummation by them of the transactions
\ncontemplated hereby and thereby did not and will not: (i) conflict with or
\nviolate any provision of the Company153s or any Subsidiary153s certificate or
\narticles of incorporation, bylaws or other organizational or charter documents
\nor (ii) subject to receipt of all Required Approvals, conflict with, or
\nconstitute a default (or an event that with notice or lapse of time or both
\nwould become a default) under, result in the creation of any Lien upon any of
\nthe properties or assets of the Company or any Subsidiary, or give to others any
\nrights of termination, amendment, acceleration or cancellation (with or without
\nnotice, lapse of time or both) of, any agreement, credit facility, debt or other
\ninstrument (evidencing a Company or Subsidiary debt or otherwise) or other
\nunderstanding to which the Company or any Subsidiary is a party or by which any
\nproperty or asset of theirs is bound or affected, or (iii) subject to the
\nRequired Approvals, conflict with or result in a violation of any law, rule,
\nregulation, order, judgment, injunction, decree or other restriction of any
\ncourt or governmental authority to which the Company or a Subsidiary is subject
\n(including federal and state securities laws and regulations and the rules and
\nregulations of the Federal Aviation Administration and the United States
\nDepartment of Transportation), or by which any property or asset of theirs is
\nbound or affected; except in the case of clauses (ii) and (iii), such as could
\nnot have or reasonably be expected to result in a Material Adverse Effect.<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3.5<\/p>\n

Filings, Consents and Approvals<\/u><\/p>\n

. Neither the Company nor any Subsidiary is required to obtain any consent,
\nwaiver, authorization or order of, give any notice to, or make any filing or
\nregistration with, any court or other federal, state, local or other
\ngovernmental authority (including, without limitation, the Federal Aviation
\nAdministration and the United States Department of Transportation) or other
\nPerson in connection with the execution, delivery, assumption and performance by
\nthem of the Transaction Documents and the Code Share Agreement to which any of
\nthem is a party, other than (i) the notice and\/or application(s) to the
\napplicable Trading Market for the issuance and sale of the Common Stock issuable
\nupon the exercise of the Warrant and the listing of such Common Stock for
\ntrading thereon in the time and manner required thereby, (ii) the filing of Form
\nD with the Commission and such filings as are required to be made under
\napplicable state securities laws, and (iii) the consents of set forth on
\nSchedule 3.5<\/u> (collectively, the “Required Approvals”<\/strong>).\n<\/p>\n

3.6<\/p>\n

Issuance of the Securities<\/u><\/p>\n

. Each of the Debenture and the Warrant has been duly authorized and, when
\nissued and paid for in accordance with the Transaction Documents or otherwise,
\nhave been or, when issued, will be duly and validly issued, free and clear of
\nall Liens. The Warrant Shares, when issued and paid for in accordance with the
\nWarrant will be duly and validly issued, fully paid and non-assessable and free
\nand clear of all Liens.<\/p>\n

3.7<\/p>\n

Capitalization<\/u><\/p>\n

. The number of shares and type of all authorized, issued and outstanding
\ncapital stock of the Company, and all shares of Common Stock reserved for
\nissuance under the Company153s various option and incentive plans and all
\nwarrants, debentures and Common Stock Equivalents (on a pro forma basis
\nimmediately after giving effect to the transactions contemplated by the
\nTransaction Documents), is set forth on Schedule 3.7<\/u>. Except as set forth
\non Schedule 3.7<\/u>, no securities of the Company are entitled to preemptive
\nor similar rights, and no Person has any right of first refusal, preemptive
\nright, right of participation, or any similar right to participate in the
\ntransactions contemplated by the Transaction Documents. Except as a result of
\nthe purchase and sale of the Securities and except as set forth on Schedule
\n3.7<\/u>, there are no outstanding options, warrants, script rights to subscribe
\nto, calls or commitments of any character whatsoever relating to, or securities,
\nrights or obligations convertible into or exercisable or exchangeable for, or
\ngiving any Person any right to subscribe for or acquire, any shares of Common
\nStock, or any contract, commitment, understanding or arrangement by which the
\nCompany is or may become bound to issue additional shares of Common Stock or
\nCommon Stock Equivalents. The issue and sale of the Securities will not,
\nimmediately or with the passage of time, obligate the Company to issue shares of
\nCommon Stock or other securities to any Person (other than the Investor) and
\nwill not result in a right of any holder of Company securities to adjust the
\nexercise, conversion, exchange or reset price under such securities. All of the
\noutstanding shares of capital stock of the Company are validly issued, fully
\npaid and nonassessable, have been issued in compliance with all federal and
\nstate securities laws, and none of such outstanding shares was issued in
\nviolation of any preemptive rights or similar rights to subscribe for or
\npurchase securities. Except as set forth on Schedule 3.7<\/u>, no further
\napproval or authorization of any stockholder, the Board of Directors of the
\nCompany, or others is required for the issuance and sale of the Securities.
\nThere are no stockholders agreements, voting agreements or other similar
\nagreements with respect to the Company153s capital stock to which the Company is a
\nparty or, to the knowledge of the Company, between or among any of the Company153s
\nstockholders.<\/p>\n<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3.8<\/p>\n

SEC Reports; Financial Statements<\/u><\/p>\n

. The Company has filed all reports, schedules, forms, statements and other
\ndocuments required to be filed by it under the Securities Act and the Exchange
\nAct, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
\npreceding the date hereof (or such shorter period as the Company was required by
\nlaw or regulation to file such material) (the foregoing materials being
\ncollectively referred to herein as the “SEC Reports”<\/strong> and,
\ntogether with this Agreement and the Schedules hereto, the “Disclosure
\nMaterials”<\/strong>) on a timely basis or has received a valid extension of such
\ntime of filing and has filed any such SEC Reports prior to the expiration of any
\nsuch extension. Except as set forth in Schedule 3.8<\/u>, as of their
\nrespective dates, the SEC Reports complied in all material respects with the
\nrequirements of the Securities Act and the Exchange Act and the rules and
\nregulations of the Commission promulgated thereunder, and none of the SEC
\nReports, when filed, contained any untrue statement of a material fact or
\nomitted to state a material fact required to be stated therein or necessary in
\norder to make the statements therein, in light of the circumstances under which
\nthey were made, not misleading. Except as set forth in Schedule 3.8<\/u>, the
\nfinancial statements of the Company included in the SEC Reports comply in all
\nmaterial respects with applicable accounting requirements and the rules and
\nregulations of the Commission with respect thereto as in effect at the time of
\nfiling. Except as set forth in Schedule 3.8<\/u>, such financial statements
\nhave been prepared in accordance GAAP, except as may be otherwise specified in
\nsuch financial statements or the notes thereto and except that unaudited
\nfinancial statements may not contain all footnotes required by GAAP, and fairly
\npresent in all material respects the financial position of the Company and its
\nconsolidated Subsidiaries as of and for the dates thereof and the results of
\noperations and cash flows for the periods then ended, subject, in the case of
\nunaudited statements, to normal, immaterial, year-end audit adjustments and the
\nabsence of footnotes.<\/p>\n

3.9<\/p>\n

Material Changes<\/u><\/p>\n

. Except as set forth on Schedule 3.9<\/u>, since the date of the latest
\naudited financial statements included within the SEC Reports, except as
\nspecifically disclosed in the SEC Reports, (i) there has been no event,
\noccurrence or development that has had or that would reasonably be expected to
\nresult in a Material Adverse Effect, (ii) the Company has not incurred any
\nliabilities (contingent or otherwise) other than (A) trade payables and accrued
\nexpenses incurred in the ordinary course of business consistent with past
\npractice and (B) liabilities not required to be reflected in the Company153s
\nfinancial statements pursuant to GAAP or not required to be disclosed in filings
\nmade with the Commission, (iii) the Company has not materially altered its
\nmethod of accounting or the identity of its auditors, (iv) the Company has not
\ndeclared or made any dividend or distribution of cash or other property to its
\nshareholders or purchased, redeemed or made any agreements to purchase or redeem
\nany shares of its capital stock, and (v) the Company has not issued any equity
\nsecurities to any officer, director or Affiliate, except pursuant to existing
\nCompany stock incentive plans.<\/p>\n

3.10<\/p>\n

Litigation<\/u><\/p>\n

. Except as set forth in Schedule 3.10<\/u>, there is no Action which (i)
\nadversely affects or challenges the legality, validity or enforceability of any
\nof the Transaction Documents, the Debenture or the Warrant or (ii) except as
\notherwise set forth in the SEC Reports, would reasonably be expected,
\nindividually or in the aggregate, to result in a Material Adverse Effect.
\nNeither the Company nor any Subsidiary, nor any director or officer thereof, is
\nor has been the subject of any Action involving a claim of violation of or
\nliability under federal or state securities laws or a claim of breach of
\nfiduciary duty. There has not been, and to the<\/p>\n<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

knowledge of the Company, there is not pending or contemplated, any
\ninvestigation by the Commission involving the Company or any current or former
\ndirector or officer of the Company. The Commission has not issued any stop order
\nor other order suspending the effectiveness of any registration statement filed
\nby the Company or any Subsidiary under the Exchange Act or the Securities Act.\n<\/p>\n

3.11<\/p>\n

Compliance<\/u><\/p>\n

. Except as set forth on Schedule 3.11<\/u> or as disclosed in the SEC
\nFilings, neither the Company nor any Subsidiary (i) is in default under or in
\nviolation of (and no event has occurred that has not been waived that, with
\nnotice or lapse of time or both, would result in a default by the Company or any
\nSubsidiary under), nor has the Company or any Subsidiary received notice of a
\nclaim that it is in default under or that it is in violation of, any indenture,
\nloan or credit agreement, the Code Share Agreement or any other agreement or
\ninstrument to which it is a party or by which it or any of its properties is
\nbound (whether or not such default or violation has been waived), (ii) is in
\nviolation of any order of any court, arbitrator or governmental body (including
\nwithout limitation, the Federal Aviation Administration and the United States
\nDepartment of Transportation), or (iii) is or has been in violation of any
\nstatute, rule or regulation of any governmental authority, including without
\nlimitation all foreign, federal, state and local laws relating to
\ntransportation, aviation, taxes, environmental protection, occupational health
\nand safety, product quality and safety and employment and labor matters, except
\nin each case in clauses (i), (ii) and (iii) as could not, individually or in the
\naggregate, have or would not reasonably be expected to have in a Material
\nAdverse Effect. The Company and the Subsidiaries, as applicable, are in
\ncompliance with the applicable requirements of the Sarbanes-Oxley Act of 2002,
\nand the rules and regulations thereunder promulgated by the Commission.<\/p>\n

3.12<\/p>\n

Regulatory Permits<\/u><\/p>\n

. The Company and the Subsidiaries possess all certificates, authorizations
\nand permits issued by the appropriate federal, state, local or foreign
\nregulatory authorities (including without limitation, the Federal Aviation
\nAdministration and the United States Department of Transportation) necessary to
\nconduct their respective businesses as described in the SEC Reports, except
\nwhere the failure to possess such permits would not have or reasonably be
\nexpected to result in a Material Adverse Effect (“Material
\nPermits”<\/strong>), and neither the Company nor any Subsidiary has received any
\nnotice of proceedings relating to the revocation or modification of any Material
\nPermit.<\/p>\n<\/p>\n

3.13<\/p>\n

Title to Assets<\/u><\/p>\n

. The Company and the Subsidiaries have good and marketable title in all
\npersonal property owned by them that is material to their businesses, in each
\ncase free and clear of all Liens, except for (i) Liens as do not materially
\naffect the value of such property and do not materially interfere with the use
\nmade and proposed to be made of such property by the Company and the
\nSubsidiaries, (ii) Liens for the payment of federal, state or other taxes, the
\npayment of which is neither delinquent nor subject to penalties and (iii) Liens
\nlisted or disclosed on Schedule 3.13<\/u>. The Company153s forecasted monthly
\nfuel usage for each of the six months after the Closing Date is as set forth on
\nSchedule 3.13<\/u>.<\/p>\n

3.14<\/p>\n

Intellectual Property<\/u><\/p>\n

. Except as set forth in the SEC Reports, the Company owns, or has the valid
\nlicense or other rights to use, all patents, patent rights, trademarks,
\ntrademark rights, trade names, trade name rights and copyrights used by the
\nCompany in its business (the<\/p>\n<\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Intellectual Property Rights”<\/strong>), and all such Intellectual
\nProperty Rights are valid and in good standing and adequate and sufficient to
\npermit the Company to conduct its business as conducted by it without conflict
\nwith or infringement upon any valid rights of others, except where such conflict
\nor infringement would not have a Material Adverse Effect. Except as set froth in
\nthe SEC Reports, to the Company153s knowledge, all Intellectual Property Rights
\nowned or used by the Company are free of any adverse claims, rights or
\nencumbrances as to the Company153s rights thereto.<\/p>\n

3.15<\/p>\n

Tax Matters<\/u><\/p>\n

. Except for matters that would not, individually or in the aggregate, have
\nor reasonably be expected to result in a Material Adverse Effect, the Company
\nand the Subsidiaries have filed all necessary federal, state and foreign income
\nand franchise tax returns and has paid or accrued all taxes shown as due
\nthereon, and the Company has no knowledge of a tax deficiency which has been
\nasserted or threatened against the Company or any Subsidiary.<\/p>\n

3.16<\/p>\n

Insurance<\/u><\/p>\n

. The Company maintains policies of insurance from reputable insurers
\n(including comprehensive general liability, personal and professional liability,
\ncomprehensive general casualty and extended coverage, products liability,
\nautomobile, fire and lightning and worker153s compensation) in amounts and limits
\ndeemed appropriate in light of the Company153s business activities, and the
\nCompany is not aware of any material gaps in coverage or any denial of coverage
\nwith respect to a material loss affecting the Company.<\/p>\n

3.17<\/p>\n

Private Placement<\/u><\/p>\n

. Assuming the accuracy of the Investor representations and warranties set
\nforth herein, no registration under the Securities Act is required for the offer
\nand sale of the Securities by the Company to the Investor as contemplated
\nhereby. The issuance and sale of the Warrant hereunder does not contravene the
\napplicable rules and regulations of any Trading Market on which any of the
\nsecurities of the Company are listed or designated.<\/p>\n

3.18<\/p>\n

Disclosure<\/u>. Except with respect to the material terms and conditions
\nof the transactions contemplated by the Transaction Documents, the Company
\nconfirms that neither it nor any other Person acting on its behalf has provided
\nthe Investor or its agents or counsel with any information that it believes
\nconstitutes or might constitute material, non-public information. The Company
\nunderstands and confirms that the Investor will rely on the foregoing
\nrepresentation in effecting transactions in securities of the Company. All
\ndisclosure furnished by or on behalf of the Company to the Investor regarding
\nthe Company, its business and the transactions contemplated hereby, including
\nthe Disclosure Schedules to this Agreement, with respect to the representations
\nand warranties made herein are true and correct with respect to such
\nrepresentations and warranties and do not contain any untrue statement of a
\nmaterial fact or omit to state any material fact necessary in order to make the
\nstatements made therein, in light of the circumstances under which they were
\nmade, not misleading. The Company acknowledges and agrees that the Investor has
\nnot made any representations or warranties with respect to the transactions
\ncontemplated hereby other than those specifically set forth herein.<\/p>\n

3.19<\/p>\n

No Broker<\/u><\/p>\n

. Except as set forth on Schedule 3.21<\/u>, no Person has acted in the
\ncapacity of broker, advisor, investment banker or finder on behalf of the
\nCompany to bring about the negotiation or consummation of this Agreement. Any
\nfee payable to a broker, advisor, investment banker or finder identified on
\nSchedule 3.21<\/u> shall be paid by the Company.<\/p>\n<\/p>\n

9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

4.<\/p>\n

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. In order to induce the
\nCompany to enter into this Agreement and to issue the Securities, the Investor
\nhereby represents and warrants to the Company that:<\/p>\n

4.1<\/p>\n

Organization Authorization<\/u><\/p>\n

. That all action on the part of the Investor necessary for the
\nauthorization, execution, delivery and performance of all its obligations under
\nthis Agreement has been (or will be) taken prior to the Closing Date. The
\nInvestor is a limited liability company duly organized, validly existing and in
\ngood standing under the laws of the State of Delaware with requisite
\norganizational power and authority to enter into and to consummate the
\ntransactions contemplated by the Transaction Documents and to otherwise carry
\nout its obligations hereunder. The Transaction Documents, when executed and
\ndelivered by the Investor, shall constitute a valid and legally binding
\nobligation of the Investor enforceable in accordance with its terms, except as
\nsuch enforceability may be limited by applicable bankruptcy, insolvency,
\nreorganization, moratorium, liquidation or similar laws relating to, or
\naffecting generally the enforcement of, creditors153 rights and remedies or by
\nequitable principles of general application.<\/p>\n

4.2<\/p>\n

Brokers and Finders<\/u><\/p>\n

. Except as set forth on Schedule 4.4, no Person will have, as a result of
\nthe transactions contemplated by this Agreement, any valid right, interest or
\nclaim against or upon the Company, or the Investor for any commission, fee or
\nother compensation pursuant to any agreement, arrangement or understanding
\nentered into by or on behalf of the Investor.<\/p>\n

4.3<\/p>\n

Prohibited Transactions<\/u><\/p>\n

. Since the time the Investor was first contacted regarding an investment in
\nthe Company regarding an investment in the Company until the date hereof,
\nneither the Investor nor any Affiliate of the Investor which (x) had knowledge
\nof the transactions contemplated hereby, (y) has or shares discretion relating
\nto the Investor153s investments or trading or information concerning the
\nInvestor153s investments, including in respect of the Securities, or (z) is
\nsubject to the Investor153s review or input concerning such Affiliate153s
\ninvestments or trading (collectively, “Trading Affiliates”) has, directly or
\nindirectly, effected or agreed to effect any transactions in the securities of
\nthe Company, including any short sale, whether or not against the box,
\nestablished any “put equivalent position” (as defined in Rule 16a-1(h) under the
\nExchange Act) with respect to the Common Stock, granted any other right
\n(including, without limitation, any put or call option) with respect to the
\nCommon Stock or with respect to any security that includes, relates to or
\nderived any significant part of its value from the Common Stock or otherwise
\nsought to hedge its position in the Securities (each, a “Prohibited
\nTransaction”). The Investor shall not, and shall cause its Trading Affiliates
\nnot to, engage, directly or indirectly, in a Prohibited Transaction during the
\nperiod from the date hereof until such time as (i) the transactions contemplated
\nby this Agreement are first publicly announced or (ii) this Agreement is
\nterminated.<\/p>\n

4.4<\/p>\n

Limited Ownership<\/u><\/p>\n

. The purchase by the Investor of the Securities issuable to it at the
\nClosing will not result in the Investor (individually or together with other
\nPersons with whom the Investor has identified, or will have identified, itself
\nas part of a “group” in a public filing made with the SEC involving the
\nCompany153s securities) acquiring, or obtaining the right to acquire, in excess of
\n19.999% of the outstanding shares of Common Stock or the voting power<\/p>\n<\/p>\n

10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

of the Company on a post transaction basis that assumes that such Closing
\nshall have occurred. The Investor does not presently intend to, alone or
\ntogether with others, make a public filing with the Commission to disclose that
\nit has (or that it together with such other Persons have) acquired, or obtained
\nthe right to acquire, as a result of such Closing (when added to any other
\nsecurities of the Company that it or they then own or have the right to
\nacquire), in excess of 19.999% of the outstanding shares of Common Stock or the
\nvoting power of the Company on a post transaction basis that assumes that the
\nClosing at issue shall have occurred.<\/p>\n

4.5<\/p>\n

Independent Investment Decision<\/u><\/p>\n

. The Investor has independently evaluated the merits of its decision to
\npurchase the Securities pursuant to the Transaction Documents, and the Investor
\nconfirms that it has not relied on the advice of any other Person153s business,
\ntax and\/or legal counsel in making such decision. The Investor has not relied on
\nthe business, legal advice or tax advice of the Company or any of the Company153s
\nagents, counsel or Affiliates in making its investment decision hereunder. The
\nInvestor acknowledges that the Company makes no representations or warranties
\nregarding the tax consequences of the Securities to the Investor.<\/p>\n

5.<\/p>\n

CERTAIN AGREEMENTS OF THE PARTIES.<\/p>\n

5.1<\/p>\n

Investment Representations<\/u>. <\/u><\/p>\n

(a)<\/p>\n

This Agreement is made with the Investor in reliance upon the Investor153s
\nrepresentation to the Company, which by its acceptance hereof the Investor
\nhereby confirms, that the Debenture, the Warrant and the Common Stock issuable
\nupon exercise of the Warrant to be received by it will be acquired for
\ninvestment for its own account, not as a nominee or agent, and not with a view
\nto the sale or distribution of any part thereof, and that it has no present
\nintention of selling, granting participation in or otherwise distributing the
\nsame. By executing this Agreement, the Investor further represents that it does
\nnot have any contract, undertaking, agreement or arrangement with any person to
\nsell, transfer or grant participation to such person or to any third person with
\nrespect to the Debenture, the Warrant and the Common Stock issuable upon
\nexercise of the Warrant. The Investor is not a registered broker dealer or an
\nentity engaged in the business of being a broker dealer.<\/p>\n

(b)<\/p>\n

The Investor understands that neither the Debenture, the Warrant nor the
\nCommon Stock issuable on exercise of the Warrant, is registered under the
\nSecurities Act, on the ground that the sale provided for in this Agreement and
\nthe issuance of the Debenture, the Warrant and the Common Stock issuable upon
\nexercise of the Warrant hereunder should be exempt from registration under the
\nSecurities Act and that the Company153s reliance on such exemption is predicated
\non the Investor153s representations set forth herein. The Investor realizes that
\nthe basis for the exemption may not be present if, notwithstanding such
\nrepresentations, the Investor has in mind merely acquiring the Debenture, the
\nWarrant or the Common Stock issuable upon exercise of the Warrant for a fixed or
\ndeterminable period in the future, or for a market rise or for sale if the
\nmarket does not rise. The Investor confirms it has no such intention.<\/p>\n

(c)<\/p>\n

The Investor represents that it is, and was at the time it was offered the
\nSecurities, an “accredited investor” as defined in Rule 501(a) of Regulation D,
\nas amended, under the Securities Act and that the Investor is experienced in
\nevaluating and investing in companies such as the Company, is able to fend for
\nitself in the transactions contemplated by this<\/p>\n<\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Agreement, has such knowledge and experience in financial and business
\nmatters as to be capable of evaluating the merits and risks of its investment
\nand has the ability to bear the economic risks of its investment. The Investor
\nacknowledges its satisfactory review of the SEC Filings. The Investor further
\nrepresents that it has had access, during the course of the transaction and
\nprior to its purchase of the Securities, to the same kind of information that
\nwould be provided in a registration statement filed by the Company under the
\nSecurities Act and that it has had, during the course of the transaction and
\nprior to its purchase of the Securities, the opportunity to ask questions of,
\nand receive answers from, the Company concerning the terms and conditions of the
\noffering and to obtain additional information necessary to verify the accuracy
\nof any information furnished to it or to which it had access and that the
\nInvestor has received such information that is necessary to make an informed
\ninvestment decision with respect to the Securities. The Investor did not learn
\nof the investment in the Securities as a result of any “general advertising” or
\n“general solicitation” as those terms are contemplated in Regulation D, as
\namended, under the 1933 Act.<\/p>\n

(d)<\/p>\n

The Investor understands that neither the Debenture, the Warrant or the
\nCommon Stock issuable upon exercise of the Warrant may be sold, transferred or
\notherwise disposed of without registration under the Securities Act or an
\nexemption therefrom, and that in the absence of an effective registration
\nstatement covering the Debenture, the Warrant or the Common Stock issuable upon
\nexercise of the Warrant or an available exemption from registration under the
\nSecurities Act, such securities, must be held indefinitely. In particular, the
\nInvestor is aware that the Debenture, the Warrant and the Common Stock issuable
\nupon exercise of the Warrant may not be sold pursuant to Rule 144 unless all of
\nthe conditions of Rule 144 are met. The Investor represents that, in the absence
\nof an effective registration statement covering the Debenture, the Warrant or
\nthe Common Stock issuable upon exercise of the Warrant, it will sell, transfer
\nor otherwise dispose of such securities only in a manner consistent with its
\nrepresentations set forth herein and then only in accordance with the provisions
\nof Section 5.1(e) hereof.<\/p>\n

(e)<\/p>\n

The Investor agrees that in no event will it make a transfer or disposition
\nof the Debenture, the Warrant or the Common Stock issuable upon exercise of the
\nWarrant (other than pursuant to an effective registration statement under the
\nSecurities Act) unless and until (i) the Investor shall have notified the
\nCompany of the proposed disposition and shall have furnished the Company with a
\nstatement of the circumstances surrounding the disposition and assurance that
\nthe proposed disposition is in compliance with all applicable laws and (ii) if
\nreasonably requested by the Company, at the expense of the Investor or
\ntransferee, it shall have furnished to the Company an opinion of counsel,
\nreasonably satisfactory to the Company, to the effect that such transfer may be
\nmade without registration under the Securities Act.<\/p>\n

5.2<\/p>\n

Furnishing of Information<\/u><\/p>\n

. As long as the Investor owns the Debenture, the Warrant or the Common Stock
\nissuable upon exercise of the Warrant, the Company covenants to timely file (or
\nobtain extensions in respect thereof and file within the applicable grace
\nperiod) all reports required to be filed by the Company after the date hereof
\npursuant to Section 13 of the Exchange Act. Upon the request of any such Person,
\nthe Company shall deliver to such Person a written certification of a duly
\nauthorized officer as to whether it has complied with the preceding sentence.\n<\/p>\n<\/p>\n

12<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

5.3<\/p>\n

Securities Laws Disclosure; Publicity<\/u><\/p>\n

. The Company shall issue a press release reasonably acceptable to the
\nInvestor disclosing the transactions contemplated hereby on the date of this
\nAgreement and file a Current Report on Form 8-K disclosing the material terms of
\nthe transactions contemplated hereby. In addition, the Company will make such
\nother filings and notices in the manner and time required by the Commission and
\nany Trading Market on which the Common Stock is listed.<\/p>\n

6.<\/p>\n

MISCELLANEOUS.<\/p>\n

6.1<\/p>\n

Fees and Expenses<\/u><\/p>\n

. Except as otherwise specified in the Transaction Documents (including
\nwithout limitation Section 6.14), each party shall pay the fees and expenses of
\nits advisers, counsel, accountants and other experts, if any, and all other
\nexpenses incurred by such party incident to the negotiation, preparation,
\nexecution, delivery and performance of the Transaction Documents. The Company
\nshall pay all transfer agent fees, stamp taxes and other taxes and duties levied
\nin connection with the delivery of any Securities to the Purchaser.<\/p>\n

6.2<\/p>\n

Entire Agreement<\/u><\/p>\n

. The Transaction Documents, together with the Exhibits and Schedules
\nthereto, contain the entire understanding of the parties with respect to the
\nsubject matter hereof and supersede all prior agreements and understandings,
\noral or written, with respect to such matters, which the parties acknowledge
\nhave been merged into such documents, exhibits and schedules. After the Closing,
\nand without further consideration, each party will execute and deliver to the
\nother party hereto such further documents as may be reasonably requested in
\norder to give practical effect to the intention of the parties under the
\nTransaction Documents.<\/p>\n

6.3<\/p>\n

Notices<\/u><\/p>\n

. All notices or other communications or deliveries required or permitted to
\nbe provided hereunder shall be in writing and shall be deemed given and
\neffective on the earliest of (a) the date of transmission, if such notice or
\ncommunication is delivered via facsimile at the facsimile number specified in
\nthis Section prior to 6:30 p.m. (Eastern Time) on a Trading Day, (b) the next
\nTrading Day after the date of transmission, if such notice or communication is
\ndelivered via facsimile at the facsimile number specified in this Section on a
\nday that is not a Trading Day or later than 6:30 p.m. (Eastern Time) on any
\nTrading Day, (c) the Trading Day following the date of mailing, if sent by U.S.
\nnationally recognized overnight courier service, or (d) upon actual receipt by
\nthe party to whom such notice is required to be given. The addresses and
\nfacsimile numbers for such notices and communications shall be as follows:<\/p>\n

If to the Company:<\/p>\n

Gulfstream International Group, Inc.<\/p>\n

3201 Griffin Road, 4th Floor<\/p>\n

Fort Lauderdale, Florida<\/p>\n

Facsimile No.: (954) 985-5244<\/p>\n

Attention: General Counsel<\/p>\n

With a copy to:<\/p>\n

Bryan Cave LLP<\/p>\n

161 North Clark Street, Suite 4300<\/p>\n

Chicago, Illinois 60601-3315<\/p>\n

Facsimile No.: (312) 602-5025<\/p>\n

Attention: Don Figliulo, Esq.<\/p>\n<\/p>\n

13<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

If to the Investor:<\/p>\n

Gulfstream Funding, LLC<\/p>\n

861 Maggies Way<\/p>\n

Waterbury Center, VT 05677<\/p>\n

Facsimile No.: _____________<\/p>\n

Attention: Doug Hailey<\/p>\n

With a copy to:<\/p>\n

Edwards Angell Palmer & Dodge LLP<\/p>\n

750 Lexington Avenue<\/p>\n

New York, NY 10022<\/p>\n

Facsimile No.: (212) 308-4844<\/p>\n

Attention: Geoffrey Etherington, Esq.<\/p>\n

or such other address or facsimile number as may be designated in writing
\nhereafter, in the same manner, by such Person.<\/p>\n

6.4<\/p>\n

Amendments; Waivers<\/u><\/p>\n

. No provision of this Agreement may be waived, modified, supplemented or
\namended except in a written instrument signed, in the case of an amendment, by
\nthe Company and the Purchaser or, in the case of a waiver, by the party against
\nwhom enforcement of any such waived provision is sought. No waiver of any
\ndefault with respect to any provision, condition or requirement of this
\nAgreement shall be deemed to be a continuing waiver in the future or a waiver of
\nany subsequent default or a waiver of any other provision, condition or
\nrequirement hereof, nor shall any delay or omission of any party to exercise any
\nright hereunder in any manner impair the exercise of any such right.<\/p>\n

(a)<\/p>\n

Neither any Transaction Document nor any provision thereof may be waived,
\namended or modified except pursuant to an agreement or agreements in writing
\nentered into between the Company and the Investor.<\/p>\n

6.5<\/p>\n

Construction<\/u><\/p>\n

. The headings herein are for convenience only, do not constitute a part of
\nthis Agreement and shall not be deemed to limit or affect any of the provisions
\nhereof. The language used in this Agreement will be deemed to be the language
\nchosen by the parties to express their mutual intent. This Agreement shall be
\nconstrued as if drafted jointly by the parties, and no presumption or burden of
\nproof shall arise favoring or disfavoring any party by virtue of the authorship
\nof any provisions of this Agreement or any of the Transaction Documents.<\/p>\n

6.6<\/p>\n

Successors and Assigns<\/u><\/p>\n

. This Agreement shall be binding upon and inure to the benefit of the
\nparties and their successors and permitted assigns. The Company may not assign
\nthis Agreement or any rights or obligations hereunder without the prior written
\nconsent of the Investor. The Investor may assign its rights under this Agreement
\nto any Person to whom the Investor assigns or transfers the Securities.<\/p>\n

6.7<\/p>\n

No Third-Party Beneficiaries<\/u><\/p>\n

. This Agreement is intended for the benefit of the parties hereto and their
\nrespective successors and permitted assigns and is not for the benefit of, nor
\nmay any provision hereof be enforced by, any other Person.<\/p>\n<\/p>\n

14<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

6.8<\/p>\n

Governing Law<\/u><\/p>\n

. All questions concerning the construction, validity, enforcement and
\ninterpretation of the Transaction Documents shall be governed by and construed
\nand enforced in accordance with the internal laws of the State of New York,
\nwithout regard to the principles of conflicts of law thereof. Each party agrees
\nthat all legal proceedings concerning the interpretations, enforcement and
\ndefense of the transactions contemplated by this Agreement and any other
\nTransaction Documents (whether brought against a party hereto or its respective
\naffiliates, directors, officers, shareholders, employees or agents) shall be
\ncommenced exclusively in the state and federal courts sitting in the City of New
\nYork. Each party hereby irrevocably submits to the exclusive jurisdiction of the
\nstate and federal courts sitting in the City of New York, borough of Manhattan
\nfor the adjudication of any dispute hereunder or in connection herewith or with
\nany transaction contemplated hereby or discussed herein (including with respect
\nto the enforcement of any of the Transaction Documents), and hereby irrevocably
\nwaives, and agrees not to assert in any suit, action or proceeding, any claim
\nthat it is not personally subject to the jurisdiction of any such court, that
\nsuch suit, action or proceeding is improper or is an inconvenient venue for such
\nproceeding. Each party hereby irrevocably waives personal service of process and
\nconsents to process being served in any such suit, action or proceeding by
\nmailing a copy thereof via registered or certified mail or overnight delivery
\n(with evidence of delivery) to such party at the address in effect for notices
\nto it under this Agreement and agrees that such service shall constitute good
\nand sufficient service of process and notice thereof. Nothing contained herein
\nshall be deemed to limit in any way any right to serve process in any other
\nmanner permitted by law. The parties hereby waive all rights to a trial by jury.
\nIf any party shall commence an action or proceeding to enforce any provisions of
\nthe Transaction Documents, then the prevailing party in such action or
\nproceeding shall be reimbursed by the other party for its reasonable attorneys153
\nfees and other costs and expenses incurred with the investigation, preparation
\nand prosecution of such action or proceeding.<\/p>\n

6.9<\/p>\n

Survival<\/u><\/p>\n

. The representations, warranties, agreements and covenants contained herein
\nshall survive for a period of one year following the Closing.<\/p>\n

6.10<\/p>\n

Execution<\/u><\/p>\n

. This Agreement may be executed in counterparts, all of which when taken
\ntogether shall be considered one and the same agreement and shall become
\neffective when counterparts have been signed by each party and delivered to the
\nother party, it being understood that both parties need not sign the same
\ncounterpart. In the event that any signature is delivered by facsimile
\ntransmission or by e-mail delivery of a “.PDF” format data file, such signature
\nshall create a valid and binding obligation of the party executing (or on whose
\nbehalf such signature is executed) the same with the same force and effect as if
\nsuch facsimile or “.PDF” signature page were an original thereof.<\/p>\n

6.11<\/p>\n

Severability<\/u><\/p>\n

. If any term, provision, covenant or restriction of this Agreement is held
\nby a court of competent jurisdiction to be invalid, illegal, void or
\nunenforceable, the remainder of the terms, provisions, covenants and
\nrestrictions set forth herein shall remain in full force and effect and shall in
\nno way be affected, impaired or invalidated, and the parties hereto shall use
\ntheir commercially reasonable efforts to find and employ an alternative means to
\nachieve the same or substantially the same result as that contemplated by such
\nterm, provision, covenant or restriction. It is hereby stipulated and declared
\nto be the intention of the parties that<\/p>\n<\/p>\n

15<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

they would have executed the remaining terms, provisions, covenants and
\nrestrictions without including any of such that may be hereafter declared
\ninvalid, illegal, void or unenforceable.<\/p>\n

6.12<\/p>\n

Replacement of Securities<\/u><\/p>\n

. If any certificate or instrument evidencing any Securities is mutilated,
\nlost, stolen or destroyed, the Company shall issue or cause to be issued in
\nexchange and substitution for and upon cancellation thereof (in the case of
\nmutilation), or in lieu of and substitution thereof, a new certificate of
\ninstrument, but only upon receipt of evidence reasonably satisfactory to the
\nCompany of such loss, theft or destruction. The applicant for a new certificate
\nor instrument under such circumstances shall also pay any reasonable third party
\ncosts (including customary indemnity) associated with the issuance of such
\nreplacement Securities.<\/p>\n

6.13<\/p>\n

Remedies<\/u><\/p>\n

. In addition to being entitled to exercise all rights provided herein or
\ngranted by law, including recovery of damages, the Investor and the Company will
\nbe entitled to specific performance under the Transaction Documents. The parties
\nagree that monetary damages may not be adequate compensation for any loss
\nincurred by reason of any breach of obligations described in the foregoing
\nsentence and hereby agrees to waive in any action for specific performance of
\nany such obligation the defense that a remedy at law would be adequate.<\/p>\n

6.14<\/p>\n

Payment Set Aside<\/u><\/p>\n

. To the extent that the Company makes a payment or payments to the Investor
\npursuant to any Transaction Document or the Investor enforces or exercises its
\nrights thereunder, and such payment or payments or the proceeds of such
\nenforcement or exercise or any part thereof are subsequently invalidated,
\ndeclared to be fraudulent or preferential, set aside, recovered from, disgorged
\nby or are required to be refunded, repaid or otherwise restored to the Company,
\na trustee, receiver or any other person under any law (including, without
\nlimitation, any bankruptcy law, state or federal law, common law or equitable
\ncause of action), then to the extent of any such restoration the obligation or
\npart thereof originally intended to be satisfied shall be revived and continued
\nin full force and effect as if such payment had not been made or such
\nenforcement or setoff had not occurred.<\/p>\n

6.15<\/p>\n

Expenses<\/u><\/p>\n

. The Company shall pay all reasonable out of pocket costs and expenses
\nincurred by the Investor, including the reasonable fees, charges and
\ndisbursements of counsel for the Investor in connection with the negotiation,
\nexecution and closing of this Agreement and the transactions contemplated
\nhereby.<\/p>\n

[Signature Page Follows]<\/strong><\/p>\n

\n

16<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
\nAgreement to be duly executed by their respective authorized signatories as of
\nthe date first indicated above.<\/p>\n

COMPANY:<\/strong><\/p>\n

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

By:<\/p>\n

Name:<\/p>\n

Title:<\/p>\n

INVESTOR:<\/strong><\/p>\n

GULFSTREAM FUNDING, LLC<\/p>\n

By:<\/p>\n

Name:<\/p>\n

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