gia_ex1011.htm


     

    Exhibit
10.11

     

    AMENDMENT
TO PUT OPTION AGREEMENT

     

    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”).

     

    The
Holder and Company are parties to a certain Securities Purchase Agreement dated
as of August 31, 2008 (as the same may be amended, supplemented or restated from
time to time, the “Securities Purchase
Agreement”) pursuant to which the Holder agreed to purchase from the
Company the Debenture (as defined in the Securities Purchase Agreement), subject
to the terms and conditions thereof.

     

    To induce
Holder to enter into the Securities Purchase Agreement, Company executed a Put
Option Agreement, dated as of August 31, 2008 (the “Put Option
Agreement”) giving the Holder the right to require Company to repurchase
from the Holder shares of Common Stock of the Company.

     

    Company
has requested that Holder forbearance from exercising certain of its rights and
remedies under the Securities Purchase Agreement and amend certain terms and
conditions of the Debenture pursuant to that certain Forbearance Agreement and
Amendment to Debenture between Holder and Company of even date herewith (the
“Forbearance
Agreement”).  All references to the Securities Purchase
Agreement herein shall refer to the Securities Purchase Agreement as amended by
the Forbearance Agreement.

     

    To induce
Holder to enter into the Forbearance Agreement, Company will amend the Put
Option Agreement as set forth in this Amendment.  All references to
the Put Option Agreement herein shall refer to the Put Option Agreement as
amended hereby.  Capitalized terms used herein, but not specifically
defined herein, shall have the meanings provided for such terms in the Put
Option Agreement.

     

    ACCORDINGLY,
Company, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agrees as follows:

     

    1.           As
of the date hereof, the first sentence of the introductory paragraph of the Put
Option Agreement is amended and restated in its entirety to read as
follows:

     

    “Gulfsteam
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) any material breach of the terms or conditions
of  (w) the Securities Purchase Agreement dated as of August 31, 2008
(as may be amended from time to time, the “Securities Purchase Agreement”), (x)
any other Transaction Document (as defined in the Securities Purchase
Agreement), (y) the Forbearance Agreement and Amendment to Debenture (the
“Forbearance Agreement”), dated as of February 26, 2010, by and among the
Company and the Holder, or (z) any agreements or amendments to Transaction
Documents contemplated by the Forbearance Agreement, (ii)  the
occurrence of any Event of Default under the Company’s $5,100,000 Secured
Original Issue Discount Debenture issued to the initial Holder on August 31,
2008 (the “Debenture”), (iii) the repayment in full of all amounts owed to the
Holder under the Debenture or (iv) the date that is 36 months after the Closing
Date (as such term is defined in the Securities Purchase Agreement) (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 Share”) of Common Stock (as defined herein)
that are issuable, but not yet issued, pursuant to the Put Warrant (as defined
in the Forbearance Agreement) that was issued by the Company to the Holder upon
the execution of the Forbearance Agreement (the “Warrant”).”

     

    2.           As
of the date hereof, the final sentence of Section 1 of the Put Option Agreement
is amended and restated in its entirety to read as follows:

     

    “The
Exercise Price applicable for all the Put Shares under this Put Option shall be
equal to $1,050,000, or $15.00 per share.”

     

    2.           Company
affirms that as of the date hereof there exists no defense, set-off, recoupment,
claim or counterclaim of any nature whatsoever to the Put Option Agreement and
that the obligations and liability of Company under the Put Option Agreement,
and the covenants, representations and warranties of Company thereunder, remain
absolute, unconditional and in full force and effect.  To the extent
that any such defenses, claims or counterclaims against the Holder may exist,
Company waives and releases the Holder from same.

     

    3.           All
other terms and conditions of the Put Option Agreement remain unchanged and in
full force and effect.

     

    REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.

     

    
      
        	 	GULFSTREAM
      INTERNATIONAL GROUP, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Thomas
      A. McFall  	 
	 	 	Name:
      Thomas A. McFall	 
	 	 	Title:   Chairman	 
	 	 	 	 


      

       

      
        
          	 	SHELTER
      ISLAND OPPORTUNITY FUND, LLC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/ Michael
      Coiley       	 
	 	 	Name:  Michael
      Coiley	 
	 	 	Title:    Authorized
      Signor	 
	 	 	 	 


        

      

    

                                                        

    
      
        
        

      

      
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