Avantair, Inc Sample Contracts

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BETWEEN
Underwriting Agreement • January 26th, 2005 • Ardent Acquisition CORP • Blank checks • New York
LOAN AGREEMENT PAGE 1
Loan Agreement • October 4th, 2006 • Ardent Acquisition CORP • Blank checks • Nevada
AVANTAIR, INC.
Rights Agreement • October 4th, 2006 • Ardent Acquisition CORP • Blank checks • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 2nd, 2009 • Avantair, Inc • Air transportation, nonscheduled • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2009, between Avantair, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

BETWEEN
Stock Purchase Agreement • October 4th, 2006 • Ardent Acquisition CORP • Blank checks • New York
OF
Ardent Acquisition CORP • January 26th, 2005 • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2013 • Avantair, Inc • Air transportation, nonscheduled • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 6th day of February, 2013 by and among Avantair, Inc., a Delaware corporation (the “Company”), and David M. Greenhouse, Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund, L.P. (each, an “Investor” and, collectively, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Settlement Agreement (as defined below) unless otherwise defined herein.

November 18, 2004 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: ARDENT ACQUISITION CORPORATION Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Ardent...
Ardent Acquisition CORP • December 6th, 2004

This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Ardent Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 30, 2012 by and Avantair, Inc., a Delaware corporation (the “Company”) and the investors parties hereto (the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 2nd, 2009 • Avantair, Inc • Air transportation, nonscheduled

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2009, by and among Avantair, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

FLOOR PLAN FINANCE AGREEMENT
Floor Plan Finance Agreement • August 5th, 2008 • Avantair, Inc • Air transportation, nonscheduled

This Floor Plan Finance Agreement (“Agreement”) is between AVANTAIR, INC., 4311 General Howard Drive, Clearwater, FL 33762, Telephone: 727-539-0071, Fax: 727-539-7007, hereinafter referred to as the "Borrower," and MIDSOUTH SERVICES, INC., or assigns, 800 Druid Road West, Clearwater, FL 33756, Telephone: 727-461-0635, Fax: 727-461-0734, hereinafter referred to as the "Lender." Escrow agent will be INSURED AIRCRAFT TITLE SERVICE, 4848 S.W. 36th Street, Oklahoma City, OK 73179, Telephone: 800-654-4882, Fax: 405-681-9299, hereinafter referred to as the "Escrow Agent."

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2007 • Avantair, Inc • Air transportation, nonscheduled • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2007, by Avantair, Inc., a Delaware corporation (the “Company”), in favor of each of the investors listed on Exhibit A (each, an “Investor”).

PREFERRED STOCK PURCHASE AGREEMENT Dated December 5, 2007 by and between AVANTAIR, INC. and INVESTORS SET FORTH HEREIN
Preferred Stock Purchase Agreement • December 11th, 2007 • Avantair, Inc • Air transportation, nonscheduled • New York

PREFERRED STOCK PURCHASE AGREEMENT (“Agreement”), made and entered into this 5th day of December, 2007, by and between those investors set forth on Annex II attached hereto (each, a “Buyer” and collectively, “Buyers”), and Avantair, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO THE WARRANT AGREEMENT
The Warrant Agreement • November 14th, 2008 • Avantair, Inc • Air transportation, nonscheduled • New York

This Amendment, dated as of November 14, 2008 (“Amendment”), is to the Warrant Agreement, dated as of February 24, 2005 (“Warrant Agreement”), by and between Ardent Acquisition Corporation, a Delaware corporation (presently known as Avantair, Inc., the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).

FLOOR PLAN FINANCE AGREEMENT
Floor Plan Finance Agreement • March 17th, 2011 • Avantair, Inc • Air transportation, nonscheduled

This Floor Plan Finance Agreement (“Agreement”) is between AVANTAIR, INC., 4311 General Howard Drive, Clearwater, FL 33762, Telephone: 727-539-0071, Fax: 727-539-7007, hereinafter referred to as the "Borrower," and MIDSOUTH SERVICES, INC., or assigns, 611 S. Fort Harrison Ave., Suite 388, Clearwater, FL 33756, Telephone: 727-461-0635, Fax: 727-461-0734, hereinafter referred to as the "Lender." Escrow agent will be INSURED AIRCRAFT TITLE SERVICE, 4848 S.W. 36th Street, Oklahoma City, OK 73179, Telephone: 800-654-4882, Fax: 405-681-9299, hereinafter referred to as the "Escrow Agent."

AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT
Warrant • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Florida

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT (this “Amendment”) dated as of November 30, 2012, is made by and between Avantair, Inc., a Delaware corporation (the “Company”), and Lorne Weil (the “Holder”) and amends the Amended and Restated Warrant dated as of September 28, 2012 issued by the Company to the Holder (the “Warrant,” and as amended by this Amendment, the “Amended Warrant”).

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AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Florida

THIS AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT (this “Amendment”) dated as of November 30, 2012, is made by and among Avantair, Inc., a Delaware corporation (the “Company”), and LW Air I, LLC, LW Air II, LLC, LW Air III, LLC, LW Air IV, LLC and LW Air V, LLC (each a “Holder”) and amends the Restricted Stock Agreement dated as of September 28, 2012 by and among the Company and the Holders (the “Original Restricted Stock Agreement,” and as amended by this Amendment, the “Restricted Stock Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2011 • Avantair, Inc • Air transportation, nonscheduled • Florida

THIS AGREEMENT is dated as of July 14, 2011 (the “Effective Date”), by and between Avantair, Inc., a Delaware corporation (the “Company”), and Stephen M. Wagman (the “Executive”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 14th, 2008 • Avantair, Inc • Air transportation, nonscheduled • New York

This Separation Agreement and Release (the “Agreement”), is made and entered as of the 14th day of April, 2008 (the “Effective Date”), by and between Avantair, Inc. (the “Company”) and John Waters (the “Executive”).

Contract
Lease Exchange Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Delaware

This Note and Warrant Purchase Agreement (this “Agreement”), dated as of November 30, 2012, is made by and among Avantair, Inc., a Delaware corporation (the “Company”), and the initial purchasers identified on Annex I attached hereto (together with their respective successors and permitted assigns, the “Initial Purchasers”; the Initial Purchasers are each individually referred to herein as an “Initial Purchaser”) and the additional purchasers listed on Annex II attached hereto (together with their respective successors and permitted assigns, the “Additional Purchasers”; the Additional Purchasers are each individually referred to herein as an “Additional Purchaser”; the Additional Purchasers, together with the Initial Purchasers, are referred to herein as “Purchasers” and individual as a “Purchaser”).

SETTLEMENT AGREEMENT
Settlement Agreement • February 8th, 2013 • Avantair, Inc • Air transportation, nonscheduled • New York

This Settlement Agreement (this “Agreement”), dated as of February 6th, 2013, is made by and among Avantair, Inc., a Delaware corporation (the “Company”), and David M. Greenhouse, Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund, L.P. (the “Holders”).

American Fund Advisors, Inc. 1415 Kellum Place, Suite 205 Garden City, New York 11530 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public...
Ardent Acquisition CORP • December 6th, 2004

This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Ardent Acquisition Corporation ("AAC") and continuing until (the "Termination Date") the earlier of the consummation by AAC of a "Business Combination" or the distribution of AAC's "Trust Fund" (as such terms are described in AAC's IPO prospectus), American Fund Advisors, Inc. shall make available to AAC certain office and secretarial services as may be required by AAC from time to time, situated at 1415 Kellum Place, Suite 205, Garden City, New York 11530. In exchange therefore, AAC shall pay American Fund Advisors, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

SECURITIES PURCHASE AND EXCHANGE AGREEMENT
Securities Purchase and Exchange Agreement • October 22nd, 2009 • Avantair, Inc • Air transportation, nonscheduled • New York

THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT (“Agreement”) is made as of the 16th day of October, 2009 by and among Avantair, Inc., a Delaware corporation (the “Company”), the existing investors identified as such on the signature pages affixed hereto (each an “Existing Investor” and collectively the “Existing Investors”) and the new investors identified as such on the signature pages affixed hereto (each, a “New Investor” and collectively the “New Investors”). The Existing Investors and the New Investors are collectively referred to herein individually as an “Investor” and collectively as the “Investors.”

Contract
Avantair, Inc • January 26th, 2010 • Air transportation, nonscheduled • New York

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission.

Form of Deferred Share Award Agreement DEFERRED SHARE AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORS AVANTAIR, INC. AS AMENDED AND RESTATED GRANTEE: NO. OF SHARES:
Share Award Agreement • February 10th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Florida

This Agreement (the “Agreement”) evidences the award (the “Award”) of deferred shares (each, a “Deferred Share,” and collectively, the “Deferred Shares”) of the Common Stock of Avantair, Inc., a Delaware corporation (the “Company”), granted to you, , effective as of , 20 (the “Grant Date”), pursuant to the Avantair, Inc. 2006 Long-Term Incentive Plan, as amended and restated (the “Plan”), conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement. Please return an executed copy of this Agreement to the Company within 30 days of the date hereof.

AMENDMENT NUMBER 1 to Aircraft Lease Agreement
Aircraft Lease Agreement • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled

THIS AMENDMENT NUMBER 1 (“Amendment”) is made this 1st day of November, 2012 between Avantair, Inc. (“Lessee”) and Clear Aircraft, Inc. (“Lessor”);

AIRCRAFT LEASE AGREEMENT Dated as of the 19th day of October, 2009. between LW Air I LLC, as Owner, and Avantair, Inc. as Lessee, concerning one Piaggio Avanti P-180 aircraft bearing and Manufacturer’s serial number 1181. INSTRUCTIONS FOR COMPLIANCE...
Aircraft Lease Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled

This AIRCRAFT LEASE AGREEMENT (the "Agreement") is entered into as of this 19th day of October, 2009 (the "Effective Date"), by and between Avantair, Inc. ("Lessee"), and LW Air I LLC ("Owner").

AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 6th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Florida

This Amended and Restated Restricted Stock Agreement (this “Agreement”), dated as of November 30, 2012 (the “Effective Date”), by and between Avantair, Inc., a Delaware corporation (the “Company”) and Hugh Fuller (the “Holder”) amends and restates that certain Restricted Stock Agreement dated as of August 16, 2012 (the “Original Effective Date”) by and between the Company and the Holder (the “Original Agreement”).

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