0001144204-09-054050 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 22nd, 2009 • Avantair, Inc • Air transportation, nonscheduled • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 16th day of October, 2009 by and among Avantair, Inc., a Delaware corporation (the “Company”), the “Investors” named in that certain Securities Purchase and Exchange Agreement by and among the Company and such Investors (the “Purchase Agreement”) and EarlyBird Capital, LLC (“EBC”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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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.”

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