0001144204-10-003604 Sample Contracts

PIAGGIO AMERICA, INC. 1515 Perimeter Road West Palm Beach, FL 33406 P180 Avanti II Aircraft Purchase Agreement
Aircraft Purchase Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled • New York

Green Aircraft Acquisition – At Buyer’s option, Buyer may elect to take delivery of the aircraft in a “green” (uncompleted) condition as it comes from the factory. If the Buyer elects to exercise this option, the aircraft price will be $[***] in 2008 US dollars and shall be subject to the same escalation index as outlined in Exhibit B of this Agreement. The total purchase price shall be due and payable upon Green Aircraft Acceptance in Greenville, SC. Aircraft must be completed in a Piaggio America Authorized Completion Center.

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Contract
Cross 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.

Contract
Aircraft Purchase Agreement • January 26th, 2010 • Avantair, Inc • 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.

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").

AIRCRAFT MANAGEMENT AGREEMENT BETWEEN LW AIR I LLC as Owner AND AVANTAIR, INC. as Manager Dated as of the 19th day of October, 2009 Management of One (1) Piaggio Avanti P-180 aircraft Manufacturers Serial Number 1181 FAA Registration No. N189SL
Aircraft Management Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled • Florida

This Aircraft Management Agreement (this “Management Agreement”), dated as of the 16th day of October, 2009 between LW Air I LLC, a Delaware limited liability company, which is the Trustor under that certain Trust Agreement dated October 19, 2009 between Owner and Wells Fargo Bank Northwest, National Association (“Owner”) and Avantair, Inc., a Delaware corporation ("Manager”).

Re: Amendment of (1) Aircraft Purchase Agreement Dated November 11, 2005 for the purchase of 36 P-l 80 Avanti II aircraft (the “2005 Agreement”‘) between Piaggio America, Inc. (“Piaggio”“) and Avantair, Inc. (“Avantair”) and (2) Aircraft Purchase...
Aircraft Purchase Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled

This letter (the “Amendment”) sets forth the terms and provisions of the agreement between Piaggio and Avantair to amend the 2005 Agreement and the 2007 Agreement referenced above (together, the “Existing Agreements”). Piaggio and Avantair hereby agree to amend the Existing Agreements as follows:

ADDENDUM NUMBER 1 to LW AIR I LEASE/MANAGEMENT AGREEMENTS
Aircraft Lease and Management Agreement • January 26th, 2010 • Avantair, Inc • Air transportation, nonscheduled

WHEREAS Lessee and Lessor have previously entered into an Aircraft Lease Agreement dated October 19, 2009, an Aircraft Management Agreement dated October 19, 2009, and a Cross Lease Exchange Agreement dated October 19, 2009, with other exhibits (the “Lease/Management Agreements”;

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