Warrant to purchase common stock issued under the Shelter Island Opportunity (2023)

EX-10.34ex103.htm _

Appendix 10.3

NEITHER THIS SECURITY NOR THE SECURITIES IN WHICH THIS WARRANTY IS EXECUTED HAVE BEEN REGISTERED WITH THE SECURITIES COMMISSION or the Securities and Exchange Commission of any jurisdiction relying on an exemption from registration under the Securities Act of Act 193, as amended 193 Securities”) AND , THEREFORE, NOT OFFERED OR SOLD EXCEPT PURSUANT TO THE MOBILE ACT REGISTRATION STATEMENT OR BASED ON AN AVAILABLE EXEMPTION FROM THE MOBILE ACT REGISTRATION WITH THE SEC SUBJECT TO ITS LAW AS REQUIRED AND IN ACCORDANCE WITH THE REAL ESTATE LEGISLATION PASSED BY LAW OPINION OF LEGAL COUNSEL OF TRANSPORTATION IN SUCH LINK, WHICH CONTENT SHALL BE REASONABLY ACCEPTED. SUCH SECURITIES AND SECURITIES ISSUED UPON THE EXERCISE OF SUCH GUARANTEES MAY BE GIVEN IN CONNECTION WITH A HAPPY MARGIN ACCOUNT OR ANY OTHER LOAN SECURED BY SUCH GUARANTEES.

Stammaktienkaufgarantie

For the acquisition of 578,870 common shares

GRUPO GULFSTREAM INTERNATIONAL, INC.

THIS WARRANT TO PURCHASE COMMON SHARES (thewarranty) certifies that Shelter Island Opportunity Fund, LLC or its registrants (the ) for the amount receivedshoulder strap), is entitled to the terms and conditions set forth below at any time after the date of this Agreement (h).Date of first financial year) and before or on the closing date of the sixth anniversary of the Effective Date (h ).expiration date) to acquire up to 578,870 shares (equivalent to 15% of the common stock as of the date of this Agreement, calculated on a fully diluted basis as a conversion) (whichever is greater equal to ).option shares) common stock with a par value of $0.01 per share (o).Stammaktien), Gulfstream International Group, Inc., a Delaware corporation (nChase). The purchase price of a share of Common Stock under this Right is the exercise price as defined in Section 2(b).

Part 1.

The definition. Capitalized terms used herein and not otherwise defined have the meaning set forth in that Securities Purchase Agreement as of the date hereof (h).agreement), between the Company and the original holder and in the transaction documents referred to therein.

Sector 2.

a practice.

ONE)

execution of an arrest warrant. The purchase rights represented by this Guarantee may be exercised in whole or in part upon delivery to the Company at any time on or after the Initial Exercise Date and on or before the Termination Date

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duly signed facsimile copy of the Exercise Notice Form attached hereto (or at such other office or agency of the Company as it may designate by written notice to the registered holder at the address of the holder as recorded on the books of the Company); and within five business days of the date the notice of exercise is sent to the Company, the Company must have received payment of the full exercise price for the Shares so acquired by bank transfer or cashier's check drawn on a US bank. Notwithstanding anything to the contrary in this Agreement, the holder shall have no obligation to physically deliver such security to the Company until the holder has acquired all of the Covered Shares available hereunder and the security has been fully exercised. This form may be filed with the Company for termination within three business days of the date of receipt of the termination notice by the Company. Some exercises of this Warrant that result in the purchase of a portion of the total number of Warrant Shares available under this Warrant will result in a reduction of the outstanding number of Warrant Shares purchasable under this Warrant by an amount equal to the number of Warrant Shares purchased. The holder and the company keep records of the number of options purchased and the date of those purchases. The Company must file any objection to a Notice of Exercise Form within two Business Days of receipt of such notice. In the event of any dispute or discrepancy, the Company's records shall prevail and prevail in the absence of manifest error, negligence or willful misconduct. By accepting this Warrant, the holder acknowledges and agrees that the number of Warrant Shares available for purchase under this Warrant at any time may be less than the amount specified on the face of this Warrant.

In lieu of payment of the full exercise price, the holder has the right (but not the obligation) to require the Company to convert all or part of this Right into common shares (such as ).right to exercise without money). Upon exercise of the cashless exercise right, the Company will deliver to the holder (without paying the exercise price) the number of common shares equal to the quotient obtained by dividing (i) the value of such Right or any part thereof at the time of exercise of the cashless exercise right (determined (ii) the VWAP of a common share at the time the cashless exercise right is exercised; the cashless Warrant may be exercised by surrendering this Warrant to the Company by providing a completed Notice of Exercise containing the completed Cashless Warrant and stating the total number of Common Shares the holder will receive upon exercise of said Cashless Warrant.

SI)

exercise price. The exercise price per share of common stock under this Right is $1,000.00 for all Warrant Shares (or a pro rata share thereof based on less than all Warrant Shares) (theexercise price).

DO)

exercise mechanics.

EU.

Authorization of Share Options. The Company declares that any shares with an option to purchase that may be issued upon the exercise of the Option

2

The warrants represented by this warrant shall, upon exercise of the warrants represented by this warrant, be duly authorized, validly issued, fully paid and free of all taxes, duties and duties imposed by the Company in relation to its issuance (except for Taxes relating to transfers made at the same time as such issuance).

ii.

Delivery of certificates during exercise. Share Certificates purchased under this Agreement will be delivered to the holder by the Company's Transfer Agent, crediting the holder's principal brokerage account with the Depositary Trust Company through the Depository Withdrawal Agent Fee ().DWAC) scheme if the Company participates in such a scheme and otherwise by physical delivery to the address specified by the holder in the Exercise Notice within fifteen Business Days of delivery of the exercise notice form to the Company and delivery of its security (if required) and payment of the entire Exercise Price as stated above (Warranty claim delivery date). This bonus will be deemed to have been exercised on the date the exercise price is received by the Company. The Warrant Shares shall be deemed to have been issued and the holder or any other person named therein shall be deemed to be the registered holder of such Shares for all purposes from the date of exercise of the Right upon payment to the Company of the Exercise Price and any taxes payable, if there are. by the holder pursuant to Section 2(c)(vi) prior to payment of such shares.

iii.

Delivery of new orders during exercise. If this Bonus has been partially exercised, the Company shall, at the request of a holder and upon delivery of such Bonus Certificate, at the time of delivery of the Certificate or Certificates representing Bonus Shares, deliver to the holder a new warrant evidencing the rights of the holder to purchase the unvested Warrant Shares required by such Warrant, provided that the new Warrant is identical to this Warrant in all other respects.

4.

Right of Withdrawal. If the Company is unable to arrange for the Transfer Agent to deliver to the holder one or more certificates relating to Covered Shares in accordance with Section 2(c)(ii) by the Securities Delivery Date, the holder shall be entitled to withdraw such excercise.

v.

No fractional actions or scripts. No fractional shares or shares representing fractional shares will be issued after the exercise of this Right. With respect to any fraction of a Share that the holder would otherwise be entitled to acquire upon such exercise, the Company, at its option, will pay a cash payment for that final fraction equal to that fraction times the Exercise Price or round at nearest integer.

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vi.

Fees, Taxes and Expenses. The Secured Share Certificates will be issued without incurring to the holder any issuance taxes, transfer taxes or other incidental expenses related to the issuance of such certificates. all taxes and expenses shall be borne by the Company and such Certificates shall be issued in the name of the holder or in the name or names designated by the holder.is offered,Howeverthat where Bonus Share Certificates are issued in a name other than the holder's, such Bonus must be accompanied by the proxy form attached thereto, duly signed by the holder, when delivered for exercise; and the Company may require, as a condition the payment of an amount sufficient to refund the relevant transfer tax.

vii.

closing the books. The Company shall not close its books or stock records in any manner that prevents the timely exercise of this Warrant under this Warrant.

viii.Compensation for buy-in for late delivery of certificates in use. In addition to all other rights of the holder, if the Company is unable to arrange for its Transfer Agent to deliver to the holder one or more certificates representing the Bonus Shares pursuant to an exercise on or before the Share Delivery Date Bonus, and if thereafter, the date on which the holder is required by its broker to purchase (in an open market transaction or otherwise) common stock to deliver in exercise of a stock option sale by the holder that has the holder in the same expected exercise (toShop inside), the Company (1) will pay in cash to the holder the amount by which (x) the holder's aggregate purchase price (including any brokerage fees) for the common shares so acquired (y) exceeds the amount resulting by multiplying (A) the number of warrants that the Company was obligated to deliver to the holder in connection with the exercise at the time of issuance, (B) the price at which the sell order that gave rise to that purchase commitment was executed, and (2 ) when choosing to restore the part of the Warrant and the corresponding number of shares for which the exercise failed or to deliver to the holder the number of common shares that would have been issued if the Company had carried out the exercise and delivery obligations in accordance with the terms of this contract were fulfilled on time. For example, if the holder purchases common shares for an aggregate purchase price of US$11,000 to cover a purchase in connection with an attempted exercise of common shares where the aggregate purchase price results in such purchase commitment of US$10,000, pursuant to clause (1 ) of the immediately preceding decision, the Company is required to pay the holder $1,000. The Holder must provide the Company with written notice of the amounts due to the Holder in connection with the buy-in, and such confirmations and other evidence as the Company may reasonably request. Nothing herein shall limit the owner's right to pursue any other remedies available to him.

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hereunder, by law or in equity, including but not limited to an order for a specific benefit and/or order relating to the Company's failure to timely deliver Certificates upon exercise of the Right as required by the Terms, the common shares represent the.

HEY)

exercise limitations.Η Εταιρεία δεν δύναται να ασκήσει οποιαδήποτε άσκηση αυτού του Εντολίου και κανένας Κάτοχος δεν θα δικαιούται να ασκήσει οποιοδήποτε μέρος αυτού του Εντολίου σύμφωνα με την Ενότητα 2(α) ή άλλως εάν, με την αποτελεσματικότητα αυτής της έκδοσης μετά την άσκηση, z Ο Κάτοχος (μαζί με το Οι συνδεδεμένες εταιρείες, ο κάτοχος αυτός και οποιοδήποτε άλλο πρόσωπο ή οντότητα που ενεργεί ως όμιλος με αυτόν τον κάτοχο ή οποιαδήποτε από τις θυγατρικές του) θα κατέχουν άμεσα περισσότερο από 4,99% του αριθμού των κοινών μετοχών που κυκλοφορούν, όπως ορίζεται στη σχετική Ειδοποίηση Άσκησης μετά την εγγραφή σε ισχύ της παρούσας έκδοσης. Για τους σκοπούς της προηγούμενης πρότασης, ο αριθμός των κοινών μετοχών που κατέχονται από αυτόν τον κάτοχο και τις θυγατρικές του περιλαμβάνει τον αριθμό των κοινών μετοχών που μπορούν να εκδοθούν κατά την άσκηση του παρόντος Δικαιώματος, σε σχέση με τον καθορισμό αυτού του επιτοκίου, αλλά αποκλείει τον αριθμό των κοινών Μετοχές που θα είναι σε κυκλοφορία κατά (Α) την άσκηση του εναπομείναντος μη εξασκημένου τμήματος αυτού του Δικαιώματος που ανήκει σε αυτόν τον κάτοχο ή μία από τις θυγατρικές του και (Β) την άσκηση ή τη μετατροπή ενός τέτοιου τμήματος αυτού που δεν έχει εξασκηθεί ή δεν έχει εξασκηθεί. Το μη μετατρεπόμενο τμήμα όλων των άλλων τίτλων της Εταιρείας (συμπεριλαμβανομένων, ενδεικτικά, τυχόν Δικαιωμάτων Αγοράς Μετοχών) υπόκειται σε περιορισμό μετατροπής ή άσκηση ισοδύναμη με τον περιορισμό του παρόντος και την πραγματική ιδιοκτησία αυτού του κατόχου ή μιας από τις θυγατρικές του. Εκτός από όσα ορίζονται στην προηγούμενη πρόταση, η πραγματική ιδιοκτησία για τους σκοπούς της παρούσας Ενότητας 2(δ) θα υπολογίζεται σύμφωνα με την ενότητα 13(δ) του νόμου περί ανταλλαγής και τους κανόνες και κανονισμούς που ορίζονται σε αυτήν, με την αναγνώριση του κατόχου ότι η εταιρεία για τον Κάτοχο δεν δηλώνει ότι αυτός ο υπολογισμός συμμορφώνεται με την Ενότητα 13(δ) του Νόμου Ανταλλαγής και ότι ο Κάτοχος είναι αποκλειστικά υπεύθυνος για τυχόν πίνακες που πρέπει να κατατεθούν σύμφωνα με αυτόν. Στο βαθμό που ισχύει ο περιορισμός που περιέχεται στην παρούσα Ενότητα 2(δ), ο προσδιορισμός του κατά πόσον αυτό το Δελτίο μπορεί να εξασκηθεί (σε σχέση με άλλους τίτλους που κατέχει ο κάτοχος) και εάν οποιοδήποτε τμήμα αυτού του Δικαιώματος μπορεί να εξασκηθεί θα είναι στη διακριτική ευχέρεια της ο κάτοχος και η παράδοση μιας ειδοποίησης άσκησης αποτελούν την απόφαση του κατόχου ως προς το κατά πόσο μπορεί να ασκηθεί τέτοιο δικαίωμα (σε σχέση με άλλους τίτλους που κατέχει ο κάτοχος) και ποιο μέρος αυτού του τίτλου μπορεί να ασκηθεί. σε κάθε περίπτωση, με την επιφύλαξη τυχόν γενικού ποσοστιαίου περιορισμού και η Εταιρεία δεν έχει καμία υποχρέωση να επαληθεύσει ή να επιβεβαιώσει την ακρίβεια αυτού του προσδιορισμού. Επιπλέον, ο καθορισμός της κατάστασης του ομίλου παραπάνω γίνεται σύμφωνα με την Ενότητα 13(δ) του νόμου περί ανταλλαγής και τους κανόνες και κανονισμούς που ορίζονται σε αυτήν. Για τους σκοπούς αυτής της Ενότητας 2(δ), ένας κάτοχος μπορεί να βασιστεί στον αριθμό των κοινών μετοχών σε κυκλοφορία όπως ορίζεται στο (x) το πιο πρόσφατο Έντυπο 10 της εταιρείας για να καθορίσει τον αριθμό των κοινών μετοχών σε κυκλοφορία. Q ή Έντυπο 10-K, (y) μια πρόσφατη δημόσια ανακοίνωση από την εταιρεία ή (z) άλλη ειδοποίηση από την εταιρεία ή τον αντιπρόσωπο μεταβιβάσεων της εταιρείας που καθορίζει τον αριθμό των μετοχών κοινών μετοχών σε κυκλοφορία. Κατόπιν γραπτού ή προφορικού αιτήματος του κατόχου, η Εταιρεία επιβεβαιώνει στον κάτοχο, προφορικά και εγγράφως, εντός δύο εργάσιμων ημερών, τον αριθμό των κοινών μετοχών που είναι τότε σε κυκλοφορία. Σε κάθε περίπτωση, ο αριθμός των μετοχών σε κυκλοφορία είναι

5

The determination of common shares will be made on the effective date of conversion or exercise of the Company's securities, including such bonus, by the holder or its affiliates as of the date on which such number of common shares outstanding is updated. The Holder may waive the provisions of this Section 2(d) at its election by giving at least 61 days' notice to the Company and the provisions of this Section 2(d) shall continue in effect until 61^StDay (or such later day as may be determined by the Owner and specified in the Waiver).

Section 3.

Anyway Settings.

ONE)

Stock dividends and stock splits. If at any time while this Warrant is outstanding: (A) you pay a stock dividend or otherwise make a stock distribution or distributions on your common stock or other stock or stock-related securities payable in common stock (which, to avoidance of doubt, do not include common shares issued by the Company upon the exercise of such share subscription) common shares outstanding in a smaller number of shares or (D) the issuance of common shares by reclassification of the Company's common shares, then in both cases the price exercise will be multiplied by a fraction of the number of common shares (excluding treasury shares, if any) that were outstanding immediately prior to such event, and the denominator is the number of common shares outstanding immediately after such event . Any adjustment made pursuant to this Section 3(a) shall be effective immediately after the record date for determining the Stockholders entitled to receive such dividend or distribution and, in the event of a subdivision, merger or redistribution, shall be effective immediately after the classification date power.

SI)

Subsequent sales of shares. If at any time while this Warrant is outstanding, except as provided in Section 2(a), the Company shall waive the issuance and issuance pursuant to the exercise of the Warrants with respect to 225,000 shares of Common Stock at an exercise price of $3 , 20 per share of the Company issued pursuant to Section 2.2(a)(x)(ii) of the Agreement, sell or grant an option to purchase or sell or grant the right to revalue its securities or dispose of or issue with otherwise (or cause an offer, sale, grant or announcement of an option to purchase or other disposition) of common stock or common stock equivalents entitling a person to acquire common stock at an effective price that reflects a lower valuation of the company's equity in 5,000,000 USD (all these issues, oneDilutive Issue) (if the holder of common stock or common stock equivalents issuable does so at any time, whether by purchase price adjustment, reset provision, variable conversion, exercise or exchange rate or otherwise, or by virtue of any warrants, options or per rights of shares issued in connection with such issuance will be entitled to receive common stock at an effective price per share that reflects a valuation of the company's capital stock of less than $5,000,000; such issuance will be considered a dilutive issuance). then the number of Warrants will be increased so that immediately after such diluted issuance, such warrant will be exercisable for the same percentage of the common shares outstanding immediately prior to such diluted issuance. such an adjustment

6

occurs whenever such common stock or common stock equivalents are issued. The entity shall notify the holder in writing no later than two Business Days after the issuance of common stock or common stock equivalents subject to this section, specifying the applicable issue price or applicable redetermination price, exchange price, conversion price, etc. pricing terms (for example, noteNotice on solvent emissions). For the avoidance of doubt, regardless of whether or not the Company provides notice of the Diluted Issue pursuant to this Section 3(b), upon the occurrence of a Diluted Issue, the holder shall be entitled to receive the number of Warrants that will permit it to retain through the full exercise of such Right its right to acquire that percentage of the outstanding common stock to which it was entitled immediately prior to the date of such reduced issuance, whether or not the notice of exercise expressly refers thereto by the holder .

DO)

Subsequent rights offerings. If, at any time while the warrant is outstanding, the Company issues rights, options or warrants to all holders of common stock (rather than exercise fee holders) authorizing them to subscribe for or purchase common stock at a price per share that is below the VWAP on the Record Date below, then unless an adjustment is required in Section 3(b) above, the Exercise Price will be multiplied by a fraction whose denominator is the number of Shares issuable on the date of issue of such rights or Rights purchase of shares outstanding plus the number of additional shares of common stock offered for subscription or purchase and the numerator of which is the number of shares of common stock outstanding at the issuance of such options or rights plus the number of shares representing the aggregate offering price of the aggregate number of shares tendered (assuming the entity receives in full all of the consideration due upon the exercise of that right, option or warrant) at that VWAP price. Such adjustment will be made each time such rights or warrants are issued and will be effective immediately after the record date to determine the stockholders entitled to receive such rights, options or warrants.

HEY)

Proportional distributions. If, at any time prior to the expiration date, the Company provides to all holders of common stock (and not holders of exercise interest bonds) evidence of its indebtedness or assets (including cash and cash dividends) or rights or guarantees to subscription or purchase of securities other than common stock (subject to Section 3(b) or 3(c)), then in each case the exercise price will be adjusted by multiplying the effective exercise price. prior to the record date determined to determine the stockholders entitled to such distribution, where the denominator is the VWAP determined on the above record date and the numerator is the VWAP determined on the record date less the then fair market value per share on such date of reference to such portion of said property or receipt Indebtedness apportioned so as to apply to one share of outstanding common stock applies as determined in good faith by the Board of Directors of the Company. In any case, the adjustments must be described in a statement presented to the holder of the portion of the assets so distributed or in a proof of debt or guarantees attached to a common share. This adjustment will be made each time such distribution is made and will be effective immediately after the aforementioned Record Date.

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mi)

basic transaction. If at any time while this Prospectus is pending, (A) the Company consummates a merger or consolidation of the Company with or into any other person, (B) the Company consummates the sale of all or substantially all of its assets to one or more persons in a series of related transactions, (C) an offer to purchase or exchange is entered into (whether by the Company or any other person) pursuant to which holders of common stock are entitled to tender or exchange their shares for other securities , cash or real estate, or (D) the Company effecting a mandatory reclassification of stock or common stock, when the common stock is converted or exchanged for other securities, cash or real estate (in each case, the ).basic transaction), then, upon any subsequent exercise of such Warrant, the holder shall be entitled, at the option of the holder, for each share of the Warrant that would have been issued upon such exercise immediately prior to the consummation of such fundamental transaction, the holder, (a) upon exercise of such warrant, the number of ordinary shares of the successor or absorbing company or the company if it is the absorbing company and any additional consideration (theAlternative examination) claims upon or as a result of any reorganization, reclassification, merger, consolidation or sale of assets by a holder of the number of shares of common stock for which this form is exercisable immediately prior to such event, or (b) if the corporation becomes a purchased cash transaction equal to the value of that warrant as determined according to the Black-Scholes options pricing formula. For purposes of such exercise, and in lieu of receiving additional consideration, the exercise price will be adjusted accordingly to apply to such alternative consideration based on the amount of alternative consideration that may be issued with respect to one common share in such underlying transaction and The entity applies the alternative consideration to the strike price in a reasonable manner that reflects the relative value of all the different elements of the alternative consideration. If holders of common stock elect which securities, cash or assets they wish to receive in an underlying transaction, the holder may elect what they will receive upon a subsequent exercise of that option in such underlying transaction. To the extent necessary to give effect to the foregoing, any successor security of the Company or any surviving entity in this underlying transaction must issue to the holder a new warrant complying with the foregoing and evidencing the holder's right to redeem such warrant in the form of an alternative practice exam. The terms of any agreement affecting a fundamental transaction must include terms requiring such successor or surviving entity to comply with the provisions of this section 3(e) and to ensure that such guarantee (or replacement guarantee) is maintained it also adjusts to each subsequent transaction commensurate with a base transaction.

FA)

calculations. All calculations under this Section 3 are made to the nearest cent or hundredth of a share. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding on a given date is the sum of the number of Common Shares issued and outstanding (excluding any treasury shares).

G)

he left on purpose.

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the)

Note to owners.

EU.

Exercise price adjustment. If the exercise price is adjusted pursuant to any provision of this Section 3, the Company shall promptly send notice to each holder setting forth the exercise price after such adjustment and a brief statement of the facts requiring such adjustment.

ii.

Notice of exercise authorization by holder. If (A) the corporation declares a dividend (or other distribution in any form) on the common stock; (B) the corporation declares a one-time special cash dividend or redemption of common stock; (C) The Company will authorize the grant of rights or warrants to any holder of common stock to subscribe for or purchase any class of common stock or any right. (D) The consent of all stockholders of the Company is required in connection with a reclassification of common stock, a consolidation or merger involving the Company, a sale or transfer of all or substantially all of the assets of the Company, a mandatory stock exchange where shares of common stock shares are converted into other securities, cash or real estate; (E) any voluntary or involuntary dissolution, liquidation or closure of the Company's operations. Thereafter, in each case, the company must arrange for notice to be sent to the holder at least 10 calendar days before the applicable registration or the effective date set out below at its last address on the company's warranty record stating (x) the date on which registration must be made for the purposes of such dividend, distribution, redemption, right or guarantee or, if there is no registration, the date from which holders of common stock are demonstrably entitled to such dividend, distribution, redemption, right or guarantee; or (y) the date on which such reorganization, consolidation, merger, sale, transfer or exchange of shares is expected to become effective or consummated and the date on which registered holders of common stock are entitled to exchange their common stock for securities, cash or other assets payable on such reorganization, consolidation, merger, sale, transfer or exchange; provided that the failure to send such notice or any defects in it or in sending it, shall not affect the validity of the Company's action to be specified in the said notification. The holder has the right to exercise this order within 10 days from the date of this notice to the effective date of the event that gave rise to this notice.

iii.

Notice of future exposure. The first time after the first year that the Company issues common shares or common stock equivalents that do not go to a subsidiary of the Company and the total amount of net proceeds received by the Company is not less than the subscription amount available to the Company to issue

9

Within two working days, a relevant notice will be sent to each holder, who must prove the price per share at which the issue was made.

4.

Effect of failure to warn. The Company's failure to provide any notice required in this Section, or any inaccuracies or other omissions contained therein, shall not affect the determination of the Exercise Price, which shall be effective as provided herein.

Section 4.

Transmission of warrant of arrest.

ONE)

portability. Subject to compliance with all applicable securities laws and the terms of Section 4(d) hereof and Section 4.1 of the Agreement, this Guarantee and all rights contained herein (including, without limitation, any registration rights) transferable in whole or in part upon delivery of such Security at the principal office of the Company or its designated agent, together with a written assignment of such Security substantially in the form attached hereto, duly signed by the holder or its agent or attorney of and sufficient funds to pay any transfer due taxes incurred in effecting such transfer. Upon delivery and, if necessary, such payment, the Company shall issue and deliver one or more new Warrants in the name of the transferee or transferees and in the denomination or denominations set forth in this Deed of Assignment and shall issue to the assignee new Warrant specifying the portion of this Warrant that has not been assigned and that the Warrant shall be immediately cancelled. A Warrant, if properly assigned, may be exercised by a new holder to purchase shares with warrants without issuing a new warrant.

SI)

New warrants. This Warrant may be divided with other Warrants or combined with other Warrants if returned to the office of the Company named above, together with a written notice signed by the Holder or its representative or attorney stating the names and designations in which the new Rights will be issued, has been introduced. Subject to compliance with Section 4(a), in connection with any transfer that may be involved in such spin-off or combination, the Company shall issue and deliver one or more New Warrants in exchange for the Warrant or Rights redeemed under Section 4(a) must be notified or combined with such notice.

DO)

warrant file. The Company will record this warrant based on the records required to be maintained by the Company for this purpose (thewarrant file), on behalf of the respective owner of this Agreement. The Company may deem and treat the registered holder of such Bonus as the sole holder of such Bonus for the purpose of exercising such Bonus or paying a dividend to the holder or for any other purpose, unless otherwise notified.

HEY)

Transmission restrictions. If, at the time of delivery of such Warrant, in connection with any transfer of such Warrant, the transfer of such Warrant has not been registered pursuant to an effective registration statement under the Securities Act and applicable state securities laws; or blue sky bylaws, the Company may, as a condition to requiring approval of such transfer, (i) that the holder or transferee of such Security provide the Company with a written opinion of counsel (such opinion must

10

in the form, substance and scope customary for legal opinions in similar transactions), to the extent that such transfer may be made without registration under the Securities Act and applicable government securities or blue sky laws, (ii ) that the holder or transferee executes and provides the Company with an investment letter of form and content acceptable to the Company, and (iii) that the transferee is an "eligible investor" within the meaning of Rule 501(a)(1), (a )(2), (a ) is. (3), (a)(7) or (a)(8) under the Securities Act or an "authorized institutional purchaser" within the meaning of section 144A(a) of the Securities Act.

Section 5.

But.

ONE)

There are no shareholder rights until exercise. This Warrant does not grant the Holder any voting or other rights as a stockholder of the Company prior to the exercise of this Warrant as set forth in Section 2(c).

SI)

Loss, theft, destruction or mutilation of the guarantee. The Company warrants that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any Share Certificate relating to the Shares of the Warrant and in the event of loss, theft or destruction, compensation or indemnification for reasonably satisfactory security (which in the case of a Warrant does not include the deposit of a security) and upon delivery and cancellation of such security or share certificate, if illegible, the Company shall issue and deliver a new warrant or share certificate of the same term and date of cancellation in lieu of such warrant or share certificate.

DO)

Saturdays, Sundays, Holidays, etc.. If the latest or fixed date for the taking of any action or the expiration of any right required or granted herein is not a Business Day, such action may be taken or such right may be exercised on the next Business Day.

HEY)

Authorized Actions.

The Company agrees to hold a sufficient number of shares of its authorized, unissued common stock during the term of the Warrant to guarantee the issuance of the Warrant upon the exercise of any purchase rights under the Warrant. The Company further declares that the issuance of this Warrant constitutes full authorization for its directors charged with the issuance of share certificates to issue and issue the necessary certificates in respect of the Warrants upon exercise of the warrants hereunder DAM. The Company will take all steps reasonably necessary to ensure that these stock options may be issued as contemplated herein without violating any applicable law or regulation or the requirements of any stock exchange or trading market on which the common stock is traded.

The Company shall not (a) increase the nominal value of the Bonus Shares above the amount paid for such exercise immediately prior thereto;

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increase in nominal value, (b) take all necessary or reasonable steps to enable the Company to issue valid and lawfully paid, non-taxable Warrant Shares upon the exercise of this Warrant and (c) use commercially reasonable efforts to obtain any approval , waiver or consent of any public regulatory authority having jurisdiction to permit the Company to fulfill its obligations under this Order.

Before taking any action that would result in an adjustment of the number of Rights Shares for which such Warrant may be exercised or the exercise price, the Company must obtain all necessary approvals or waivers or consents from any public regulatory authority or competent authorities . responsible.

mi)

jurisdiction. All questions concerning the construction, validity, performance and interpretation of this warranty shall be determined in accordance with the terms of the Agreement.

FA)

limitations. The Holder acknowledges that Warrant Shares acquired by the exercise of this Warrant Right, unless registered, are subject to resale restrictions imposed by state and federal securities laws.

G)

Exemption and Costs. No course of business or delay or failure by Owner to exercise any right described herein shall constitute a waiver of such right or affect Owner's rights, powers or remedies, notwithstanding all rights described herein shall cease on the date of termination. If the Company willfully and knowingly fails to perform any provision of this Warranty resulting in material damage to the Rights Holder, the Company will pay the Rights Holder amounts sufficient to cover all reasonable expenses, including without limitation reasonable attorneys' fees, including costs of any appeal proceedings brought by the Holder in the recovery of amounts due under this Agreement or otherwise in the exercise of its right, power or remedy under this Agreement.

the)

tips. Any notice, request or other document required or permitted by the Company to be transmitted or delivered to the Holder must be delivered in accordance with the notice provisions of the Agreement.

EU)

Limitation of liability. Nothing in this Agreement or recital of the rights or privileges of the holder shall create any liability on the part of the holder for the purchase price of any share of Common Stock unless the holder takes any affirmative action to exercise such warrant or as shareholder of the Company, regardless of whether or not liability is declared by the Company or the Company's creditors.

j)

treatment. The holder is not only entitled to exercise all rights granted to him by law, including a claim for compensation, but also the specific performance of his rights under this warrant. The Company agrees that monetary damages are not sufficient compensation for any loss resulting from any breach by the Company.

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the provisions of this warranty and you agree that you will deny and not defend that a remedy would be reasonable in any action for any particular performance.

K)

successors and assigns. Subject to applicable securities laws, this Guarantee and the rights and obligations set forth herein shall accrue to and be binding upon the Company's successors and Holder's successors and permitted assigns. The terms of this Warrant are intended for the benefit of all holders of this Warrant from time to time and are enforceable by any holder or holders of Shares under the Warrant.

EU)

the change. This Warranty may be amended, modified or waived by the written consent of the Company and the Holder.

M)

Severability clause. Whenever possible, each provision of this warranty shall be construed to be effective and valid under applicable law. However, if any provision of this Warranty is prohibited or invalid under any applicable law, that provision, to the extent of such prohibition or invalidity, shall be void without invalidating the remaining provisions of these Terms or the remaining provisions of this Warranty.

n)

headlines. The headings used in this Warranty are for convenience only and should in no way be construed as part of this Warranty.

********

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IN WITNESS WHEREOF, the Company has arranged for the execution of this warrant by its duly authorized officer.

Date: August 31, 2008

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NOTE FOR THE EXERCISE

FOR:GRUPO GULFSTREAM INTERNATIONAL, INC.

(1)

The undersigned elects to purchase ________ warrant shares of the Company in accordance with the terms of the attached warrant (only if fully exercised) and hereby offers to pay the full exercise price plus any applicable transfer taxes (if any).

(2)

Payment will be made as follows (check all that apply):

[ ] legal tender of the United States. the

[ ] the issuance of ______ shares of common stock in the form set forth in section 2(a) pursuant to the cashless exercise procedure set forth in section 2(a).

(3)

Please issue one or more Certificates in respect of said Option Shares in the name of the undersigned or in any other name specified below:

________________________________

Option shares will be delivered to the following DWAC account number or by physical delivery of a certificate to the following address:

(4)Accredited Investor. The undersigned is an "Accredited Investor" within the meaning of Regulation D of the Securities Act of 1933, as amended.

[HOLDER SIGNATURE]

uniform

(To assign the above command, run it
Complete this form and enter the required information.
Do not use this form to exercise the warrant.)

For the amount received, [____] all or [_______] shares of the above security and all rights described herein are assigned

NOTE: The signature on this assignment form must match the name appearing on the face of the Guaranty without alteration, addition or other modification and must be guaranteed by a bank or trust company. Directors of companies and individuals acting as trustees or other representatives must provide sufficient evidence of their authority to grant the above warrant.