gia_ex108.htm


     

    Exhibit 10.8

     

    PROMISSORY
NOTE

     

     

    
    

     

    
      	 $250,000.00 	 	 New York, New
      York
	 	 	 
	 	 	 February 26,
      2010


    

     

    FOR VALUE
RECEIVED, the undersigned, GULFSTREAM INTERNATIONAL GROUP, INC., a Delaware
corporation (the “Company”), HEREBY
PROMISES TO PAY to the order of SHELTER ISLAND OPPORTUNITY FUND, LLC (“Purchaser”), in
lawful money of the United States of America and in immediately available funds,
the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the
“Face
Value”).  All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Securities Purchase Agreement (as
defined below).

     

    The
Company and Purchaser 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 Purchaser agreed to purchase from the
Company the Debenture, subject to the terms and conditions thereof.

     

    The
Company has requested that Purchaser forbear 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 Purchaser and Company of even date
herewith (the “Forbearance
Agreement”).  This Promissory Note  is the “Note”
identified therein.  All references to the Debenture herein shall
refer to the Debenture as amended by the Forbearance Agreement.

     

    In order
to induce Purchaser to enter into the Forbearance Agreement, Company has agreed
to execute and deliver this Promissory Note in favor of
Purchaser.  This Promissory Note is entitled to the benefit and
security of the Securities Purchase Agreement and all of the other Transaction
Documents referred to therein.  Reference is hereby made to the
Securities Purchase Agreement for a statement of all of the terms and conditions
under which the loans evidenced hereby are made and are to be
repaid

     

    The
principal amount of the indebtedness evidenced hereby shall be payable on the
earlier of (i) August 31, 2011 and (ii) the date the Debenture is permitted or
required to be paid in accordance with the terms hereof (whether as a result of
prepayment, acceleration or otherwise) (the “Maturity
Date”).  Interest thereon shall accrue each day from the date
hereof on the Face Value at the rate per annum equal to 9.00%.  The
Company shall pay Purchaser interest on the Face Value monthly in cash,
commencing with the date that is twelve months from the date
hereof.   The principal amount of this Promissory Note, together
with all  accrued and unpaid interest then due and owing, shall be
paid in full on the Maturity Date.

     

    If any
payment on this Promissory Note becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.

     

    Upon the
occurrence and during the continuation of any Event of Default under the
Securities Purchase Agreement and Debenture, this Promissory Note shall
automatically and immediately become due and payable, without demand, notice or
legal process of any kind.

     

    Time is
of the essence of this Promissory Note.  Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the
Company.

     

    
      
        
        

      

      
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    THIS
PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THAT STATE.

     

    
      
        	 	GULFSTREAM
      INTERNATIONAL GROUP, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/
      David F. Hackett    	 
	 	 	Name:
      David F. Hackett	 
	 	 	Title:
      President	 
	 	 	 	 


      

    

     

     

     

    
      
        
        

      

      
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