0001193125-12-474123 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 16th, 2012 • Avantair, Inc • Air transportation, nonscheduled • Florida

This Restricted Stock Agreement (this “Agreement”) sets forth the terms and conditions on which an aggregate of 2,000,000 restricted shares (each, a “Restricted Share,” and collectively, the “Restricted Shares”) of the Common Stock of Avantair, Inc., a Delaware corporation (the “Company”), are issued to 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 collectively, the “Holders”), effective as of September 28, 2012 (the “Effective Date”), at a price of $0.75 per share (the “Purchase Price”) for an aggregate of $1,500,000, which the Company shall receive through a reduction as set forth in Section 2(ii) below in the Monthly Owner Proceeds payable pursuant to the respective Aircraft Management Agreements (each, an “Aircraft Management Agreement”, and collectively, the “Aircraft Management Agreements”) between the Company and each of the Holders.

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