gia_ex105.htm


    EXHIBIT 10.5

     

    GULFSTREAM INTERNATIONAL GROUP,
INC.,

    3201
Griffin Road, 4th Floor

    Ft.
Lauderdale, Florida 33312

    


    


    


    March 31, 2010

    


    To the
Purchasers of Securities of Gulfstream International Group, Inc.

    Under a
Unit Purchase Agreement dated January 29, 2010

    


    Re:           Gulfstream
International Group, Inc. - Exchange of Securities

    


    Dear
Sir/Madam:

    


    Reference
is made to a Unit Purchase Agreement dated as of January 29, 2010 (the “Unit Purchase
Agreement”) pursuant to which Gulfstream International Group, Inc. (the
“Company”) sold
to you units of its securities (the “Units”) consisting of
(i) one share of common stock of the Company, par value $0.01 per share (the
“Common
Stock”); and (ii) warrants to purchase three-quarters of a share of
Common Stock (the “Prior Warrants”), at
a per Unit purchase price of $1.40 (the “Prior
Offering”).

    


    The
Company is currently pursuing a preferred stock and warrant private offering
(the “Offering”) through
______________, as placement agent (the “Placement Agent”),
under which the Company will sell and issue to accredited investors and/or
qualified institutional buyers (the “Investors”):

    


    (i)           up
to an aggregate of $2,500,000 (subject to increase to $4,000,000 at the
Company’s sole option) of the Company’s Series A Convertible Preferred Stock,
par value $0.001 and stated value $10.00 per share (the “Preferred Shares”),
convertible into shares of Common Stock at a conversion price of $1.00 per share
(the “Conversion
Price”); and

    


    (ii)           Warrants
(the “Warrants”) to
purchase such number of shares of Common Stock (the “Warrant Shares”) as
shall be equal to 50% of the number of shares of Common Stock issuable upon
conversion of the Preferred Shares (collectively, the “Conversion Shares”)
purchased by each Investor.  The Warrants shall be exercisable into
Common Stock at a price of $1.75 per share (the “Exercise Price”),
subject to certain adjustments as set forth therein, for a period of the date of
issuance through March 31, 2013.

    


    The
foregoing is a summary of certain material terms and conditions of the Offering
and not a complete discussion.  Accordingly, the foregoing is
qualified in its entirety by reference to the full text of the Series A
Convertible Preferred Stock Purchase Agreement, the Registration Rights
Agreement, the Warrant, and the Preferred Shares Certificate of Designations
(collectively, the “Transaction
Documents”), each of which are annexed hereto.

    


    By way of
this letter agreement (this “Agreement”), the
Company is offering you the opportunity to exchange the Units purchased by you
in the Prior Offering for Preferred Shares and Warrants to be issued and sold by
the Company in the current Offering.

    


    Through
your execution of this Agreement, you acknowledge that and agree
to:

     

    
      
         


      

      
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    1.1           Exchange
the Units purchased by you in the Prior Offering for Preferred Shares and
Warrants to be issued and sold by the Company in the current
Offering.

    


    1.2           Execute
each of the applicable Transaction Documents and deliver the same to the Company
or the Placement Agent prior to the closing of the Offering.

    


    1.3           Return
to the Company the (i) original stock certificate(s) representing the shares of
Common Stock; and (ii) original Prior Warrant, each of which was purchased by
you in the Prior Offering for cancellation by the Company prior to the closing
of the Offering.

     

    1.4           The
Company shall have no further obligations or liabilities in connection with the
transaction documents executed and delivered with respect to the Prior Offering,
including, without limitation, the Unit Purchase Agreement, the Registration
Rights Agreement and the Prior Warrant, each of which shall be terminated and
deemed null and void, ab initio,
in any and all respects.

    


    2.            
Additional agreement
of the Parties. Each of the parties who are signatories hereto
(collectively, the “Parties”) do hereby
agree, as follows:

    


    2.1           Waivers.  The
waiver of a breach of this agreement or the failure of any Party hereto to
exercise any right under this agreement shall in no way constitute waiver as to
future breach whether similar or dissimilar in nature or as to the exercise of
any further right under this agreement.

    


    2.2           Amendment.  This
agreement may be amended or modified only by an instrument of equal formality
signed by the Parties or the duly authorized representatives of the respective
Parties.

    


    2.3           Assignment.  This
agreement is not assignable except by operation of law or agreement of the
Parties.

    


    2.4           Notice.  Until
otherwise specified in writing, the mailing addresses and fax numbers of the
parties of this agreement shall be made to the addresses set forth in the
Transaction Documents.  Any notice or statement given under this
agreement shall be deemed to have been given if sent by registered mail
addressed to the other party at the address indicated above or at such other
address which shall have been furnished in writing to the
addressor.

    


    2.5           Governing
Law.  This agreement shall be construed, and the legal
relations between the Parties determined, in accordance with the laws of the
State of New York, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

    


    2.6           Publicity.  No
publicity release or announcement concerning this agreement or the transactions
contemplated hereby shall be issued by either Party hereto at any time from the
signing hereof without advance approval in writing of the form and substance by
the other Party.

    


    2.7           Headings.  The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

    


    2.8           Severability of
Provisions.  The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or provision of this
agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.

     

    
      
         


      

      
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    2.9           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.

    


    2.10          Binding
Effect.  This Agreement shall be binding upon the Parties
hereto and inure to the benefit of the Parties, their respective heirs,
administrators, executors, successors and assigns.

    


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    If the
foregoing accurately represents the substance of our mutual agreement and
understanding, please so indicate by executing and returning a copy of this
agreement in the space provided below.

    


    Very
truly yours,

    


    


    GULFSTREAM INTERNATIONAL GROUP,
INC.,

    a
Delaware corporation

    


    By:__________________________________

    David Hackett, Chief Executive
Officer

    


    


    ACKNOWLEDGED
AND AGREED:

    


    
      	
              PURCHASER

            
	 
      
	 
      
	 
      
	
              By:___________________________________                                                                   

              Name:

              Title:

            
	 
      
	
              Address
      of Purchaser

            
	 
      
	
              _____________________________________

              _____________________________________

              Email:
      ______________________

              Telephone:
      ___________________

               

               

            


    

    


    
      
         


      

      
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