SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13D-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Avantair, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(Title of Class of Securities)

05350T101

(CUSIP Number)

A. Lorne Weil

750 Lexington Avenue

New York, New York

(212) 318-9191

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 16, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  □

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS LW Air I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r          (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,400,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,400,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  r
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (See instructions) OO

CUSIP No. 05350T101

1	NAMES OF REPORTING PERSONS LW Air II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,400,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,400,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) r
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (See instructions) OO

CUSIP No. 05350T101

1	NAMES OF REPORTING PERSONS LW Air III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,400,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,400,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) r
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (See instructions) OO

CUSIP No. 05350T101

1	NAMES OF REPORTING PERSONS LW Air IV LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,400,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,400,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) r
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (See instructions) OO

CUSIP No. 05350T101

1	NAMES OF REPORTING PERSONS LW Air V LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,400,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,400,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,400,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) r
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON (See instructions) OO

CUSIP No. 05350T101

1	NAMES OF REPORTING PERSONS A. Lorne Weil
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)r (b)x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) PF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 15,820,430
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 15,820,430
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,820,430
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.35%
14	TYPE OF REPORTING PERSON (See instructions) IN

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $.0001 (the “Common Stock”), of Avantair, Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at 4311 General Howard Drive, Clearwater, FL 33762.

Item 2. Identity and Background.

This Schedule 13D is being filed jointly by A. Lorne Weil (“Mr. Weil”), LW Air I LLC (“LW Air I”), LW Air II LLC (“LW Air II”), LW Air III LLC (“LW Air III”), LW Air IV LLC (“LW Air IV”), and LW Air V LLC (“LW Air V”, and together with LW Air I, LW Air II, LW Air III and LW Air IV, the “LW Air Entities”; the LW Air Entities, together with Mr. Weil, the “Reporting Persons”), pursuant to a Joint Reporting Agreement, a copy of which is attached as Exhibit 99.1 hereto.  The address of the principal business and principal office of each of the LW Air Entities, and the business address of Mr. Weil, is 750 Lexington Avenue, New York, NY 10022.

Each of the LW Air Entities is a Delaware limited liability company, the principal business of which is the purchase, ownership and operation of private aviation aircraft.

Mr. Weil is the sole manager and principal equity owner of each of the LW Air Entities.  Mr. Weil’s principal occupation is serving as Chairman of the Board and Chief Executive Officer of Scientific Games Corporation, a public company with its principal business address at 750 Lexington Avenue, New York, NY 10022.  Mr. Weil is a citizen of Canada.

Mr. Weil has been a director of the Company since November 2010.

During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons may be deemed to be members of a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Act”).  To the extent that such a group exists, this Schedule 13D shall constitute a single joint filing by the Reporting Persons, as members of such group, pursuant to Rule 13d-1(k)(2) under the Act.

The A. Lorne Weil 2006 Irrevocable Investment Trust, a Delaware trust with an independent corporate trustee, of which trust Mr. Weil, his spouse and his descendants are among the beneficiaries, purchased senior secured convertible promissory notes and warrants of the Company in a private placement by the Company on November 30, 2012, and accordingly that trust became a beneficial owner of shares of Common Stock subject to potential future issuance upon any conversion of such notes and any exercise of such warrants.  Mr. Weil disclaims beneficial ownership within the meaning of the applicable securities laws of any shares of Common Stock beneficially owned by such trust.  The Reporting Persons anticipate that the trust will file a separate statement on Schedule 13D with respect to shares of Common Stock beneficially owned by the trust.

Item 3. Source and Amount of Funds or Other Consideration.

Of the shares of Common Stock to which this Schedule 13D relates, 250,000 outstanding shares beneficially owned directly by Mr. Weil were purchased in the open market for a total price of $150,000 using personal funds, and the remaining 10,000 outstanding shares beneficially owned directly by Mr. Weil constitute restricted stock granted to him as a director pursuant to the Company’s Long-Term Incentive Plan.  The 1,200,000 outstanding shares of Common Stock beneficially owned directly by each of the LW Air Entities were issued to them by the Company in connection with, inter alia, the amendment of the terms of the five respective aircraft management agreements between the Company and each of the LW Air Entities to irrevocably reduce the owner’s monthly proceeds by $25,000 per month for a period of twelve consecutive months, or total reductions of $300,000 for each LW Air Entity and $1,500,000 in the aggregate for all five LW Air Entities.  The remaining 9,560,430 shares of Common Stock beneficially owned by Mr. Weil or the LW Entities to which this Schedule 13D relates are unissued shares subject to potential future issuance upon any exercise of certain warrants and payment of the exercise price specified therein.

The senior secured convertible promissory notes and warrants of the Company acquired by the A. Lorne Weil 2006 Irrevocable Investment Trust were purchased from the Company in a private placement by the Company on November 30, 2012, for a purchase price of $2,000,000, from the funds held in such trust.  The shares of Common Stock beneficially owned by such trust are unissued shares subject to potential future issuance upon any conversion of such notes at the conversion price specified therein and any exercise of such warrants and payment of the exercise price specified therein.

Item 4. Purpose of Transaction.

The shares of Common Stock purchased and beneficially owned directly by Mr. Weil were acquired as an investment.

Each of the five LW Air Entities is a party to an aircraft management agreement with the Company.  Such aircraft management agreements were amended to irrevocably reduce the owner’s monthly proceeds payable to each of the LW Air Entities by a total of $300,000, and in that connection each of the LW Air Entities was issued 400,000 shares of Common Stock pursuant to a Restricted Stock Agreement effective as of September 28, 2012, adjusted to 1,200,000 shares and warrants to purchase 1,200,000 shares as of November 30, 2012.  In addition, each of such aircraft management agreements was amended to provide that the Company is not required to pay the owner certain additional amounts unless usage of the aircraft subject to such management agreement exceeds a rate of 1,350 hours per year, retroactive to the commencement of such agreement, and in that connection the Company entered into an Amended and Restated Warrant Agreement with Mr. Weil effective as of September 28, 2012 providing for the purchase of up to 2,373,620 shares of Common Stock at an exercise price of $1.00 per share, adjusted to 3,560,430 shares of Common Stock at an exercise price of $0.50 per share as of November 30, 2012.  The Amended and Restated Warrant Agreement, together with Amendment No. 1 thereto dated as of November 30, 2012, amend and supersede the previous warrant agreement between the parties.  The warrants underlying the Amended and Restated Warrant Agreement expire on October 19, 2015.  Such Amended and Restated Warrant Agreement provides, among other things, that the Company may redeem such warrants at any time at a price of $0.01 per warrant, provided that the volume weighted average price of the Company’s Common Stock has been at least 300.0% of the exercise price of the warrant for any twenty trading days, during any consecutive thirty day trading period, ending on the third trading day preceding the date of the notice of redemption of such warrants.  See Item 3 above.

The shares subject to such Restricted Stock Agreement and such Amended and Restated Warrant Agreement were included in a Statement of Changes in Beneficial Ownership on Form 4 filed with the Securities and Exchange Commission (the “Commission”) on behalf of Mr. Weil on October 2, 2012; the respective documents as finalized were filed with the Commission on November 16, 2012 as Exhibits 10.2 and 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 (the “September 2012 10-Q”), which Exhibits are hereby incorporated by reference herein.

Amendment No. 1 to such Restricted Stock Agreement dated as of November 30, 2012 and Amendment No. 1 to such Amended and Restated Warrant Agreement dated as of November 30, 2012 are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, which Exhibits are hereby incorporated by reference herein.

The A. Lorne Weil 2006 Irrevocable Investment Trust purchased $2,000,000 aggregate principal amount of senior secured convertible promissory notes of the Company, convertible at a conversion price of $0.25 per share into an aggregate of up to 8,000,000 shares of Common Stock, and warrants to purchase an aggregate of up to 8,000,000 shares of Common Stock at an exercise price of $0.50 per share, in a private placement by the Company on November 30, 2012.  Such notes and warrants were purchased as an investment of such trust.

Except as set forth in this Item 4, none of the Reporting Persons has any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.

Any reference to or description of any terms of the Restricted Stock Agreement and Amendment No. 1 thereto, or the Amended and Restated Warrant Agreement and Amendment No. 1 thereto, is qualified by reference to the full text of such documents, which are identified as Exhibits 99.2, 99.3, 99.4 and 99.5 hereto, respectively, and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

(a)   Each of the five LW Air Entities beneficially owns 1,200,000 issued and outstanding shares of Common Stock and an additional 1,200,000 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants, which would constitute approximately 5.7% of the outstanding shares of Common Stock based on the 28,701,634 shares of Common Stock reported to be issued and outstanding in the Company’s September 2012 10-Q and an additional 12,200,000 shares, or a total of 40,901,634 shares, understood by the Reporting Persons to be issued and outstanding as of November 30, 2012 and giving effect to an exercise in full of all such warrants (but not to the potential conversion of notes or the potential exercise of warrants by any other person).  Because of his position as manager of each of the LW Air Entities, Mr. Weil, pursuant to Rule 13d-3 under the Act, may be deemed to be the beneficial owner of the 6,000,000 issued and outstanding shares of Common Stock, and the 6,000,000 unissued shares of Common Stock subject to potential future issuance upon exercise of warrants, beneficially owned in the aggregate by the five LW Air Entities, which would constitute approximately 25.59% of the outstanding shares of Common Stock in the aggregate based on the 40,901,634 shares understood to be issued and outstanding as of November 30, 2012 and after giving effect to an exercise in full of all such warrants (but not to the potential conversion of notes or the potential exercise of warrants by any other person).  Mr. Weil disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

In addition, Mr. Weil beneficially owns directly 260,000 issued and outstanding shares of Common Stock and 3,560,430 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants, or together with the shares beneficially owned by the LW Air Entities, a total of 15,820,430 shares, constituting approximately 31.35% of the outstanding shares of Common Stock based on the 40,901,634 shares understood to be issued and outstanding as of November 30, 2012 and giving effect to an exercise in full of all such warrants (but not to the potential conversion of notes or the potential exercise of warrants by any other person).

The A. Lorne Weil 2006 Irrevocable Investment Trust beneficially owns an aggregate of 16,000,000 unissued shares of Common Stock subject to potential future issuance upon any conversion of certain notes and any exercise of certain warrants.  Such shares would constitute approximately 28.12% of the outstanding shares of Common Stock based on the 40,901,634 shares understood to be issued and outstanding as of November 30, 2012 and giving effect to a conversion in full of all such notes and an exercise in full of all such warrants held by such trust (but not to the potential conversion of notes or the potential exercise of warrants by any other person).  The shares of Common Stock beneficially owned by the Reporting Persons and the shares of Common Stock beneficially owned by the A. Lorne Weil 2006 Irrevocable Investment Trust would together total 31,820,430 shares of Common Stock, which would constitute approximately 47.88% of the outstanding shares of Common Stock based on the 40,901,634 shares understood to be issued and outstanding as of November 30, 2012 and giving effect to a conversion in full of all notes and an exercise in full of all warrants held by the Reporting Persons or such trust (but not to the potential conversion of notes or the potential exercise of warrants by any other person).

(b)   Each of the LW Air Entities has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 1,200,000 outstanding shares of Common Stock beneficially owned by it and would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 1,200,000 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants.  As the manager of each of the LW Air Entities, Mr. Weil may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the aggregate of 6,000,000 outstanding shares of Common Stock, and the aggregate of 6,000,000 unissued shares of Common Stock subject to potential future issuance, beneficially owned by the LW Air Entities.

Mr. Weil has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 260,000 outstanding shares of Common Stock beneficially owned directly by him and would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 3,560,430 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants beneficially owned directly by him.

The A. Lorne Weil 2006 Irrevocable Investment Trust and the trustee thereof would have the sole power to vote or direct the vote and to dispose or direct the disposition of the 16,000,000 unissued shares of Common Stock subject to potential future issuance beneficially owned by the trust.

(c)   During the past sixty days, the Reporting Persons effected the transactions in the Company’s securities described in Item 4 above.

(d)   Not applicable.

(e)   Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Except as set forth herein or in the Exhibits filed herewith or incorporated by reference herein, there are no other contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D under the Act with respect to the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1 Joint Reporting Agreement, dated December 4, 2012.

Exhibit 99.2 Restricted Stock Agreement effective as of September 28, 2012 (incorporated by reference from Exhibit 10.2 to Quarterly Report on Form 10-Q filed by Avantair, Inc. on November 16, 2012 (Commission File No. 000-5115)).

Exhibit 99.3 Amended and Restated Warrant Agreement effective as of September 28, 2012 (incorporated by reference from Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Avantair, Inc. on November 16, 2012 (Commission File No. 000-5115)).

Exhibit 99.4 Amendment No. 1 to Restricted Stock Agreement effective as of November 30, 2012.

Exhibit 99.5 Amendment No. 1 to Amended and Restated Warrant Agreement effective as of November 30, 2012.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: December 4, 2012

/s/  A. Lorne Weil                                                      

A. Lorne Weil

LW Air I LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

LW Air II LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

LW Air III LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

LW Air IV LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

LW Air V LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

EX-99.1

Exhibit 99.1

JOINT REPORTING AGREEMENT

In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the parties hereto agrees with the other parties as follows: Each party represents to the other parties that such party is eligible to file a statement or statements on Schedule 13D pertaining to the Common Stock, par value $.0001 per share, of Avantair, Inc., a Delaware corporation, to which this Joint Reporting Agreement is an exhibit, for filing of the information contained herein.  Each party is responsible for the timely filing of his or its own statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein.  No party is responsible for the completeness or accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information is inaccurate.  Each party agrees that such statement is being filed by and on behalf of each of the parties identified herein, and that any amendment thereto will be filed on behalf of each such party.

Date: December 4, 2012

LW Air I LLC

LW Air II LLC

LW Air III LLC

LW Air IV LLC

LW Air V LLC

By: /s/ A. Lorne Weil                                                      

Name: A. Lorne Weil

Title: Manager

/s/  A. Lorne Weil                                                      

A. Lorne Weil

EX-99.4

 

Exhibit 99.4

AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT

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”).

WHEREAS, the Company and the Holders are parties to the Original Restricted Stock Agreement, pursuant to which the Company issued an aggregate of 2,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company to the Holders at a price of $0.75 per share for an aggregate value of $1,500,000 in accordance with the terms set forth therein, subject to certain antidilution rights set forth in Section 16 of the Original Restricted Stock Agreement (the “Original Antidilution Provisions”);

WHEREAS, the Company expects to issue (the “New Issuance”) senior secured convertible promissory notes defined as “Notes” in the Note and Warrant Purchase Agreement (the “New Notes”) and warrants to purchase shares of Common Stock defined as “Warrants” in the Note and Warrant Purchase Agreement (the “New Warrants”) pursuant to the Note and Warrant Purchase Agreement dated on or about the date hereof by and among the Company and the purchasers set forth therein, as amended and restated from time to time  (the “Note and Warrant Purchase Agreement”), under which Holders, or one or more affiliates of Holders, will purchase New Notes and New Warrants, which issuances would have entitled each Holder to certain antidilution protections under the Original Restricted Stock Agreement;

WHEREAS, the Company and the Holders wish to amend the Original Restricted Stock Agreement to provide for (i) revised antidilution rights as set forth herein (the “Amended Antidilution Provisions”) so the Original Antidilution Provisions would not apply to the New Issuance, and other modifications set forth herein, (ii) the issuance of 4,000,000 additional shares of Common Stock to the Holders on the date hereof in addition to 2,000,000 shares of Common Stock already issued under the Original Restricted Stock Agreement, and (iii) warrants to purchase an aggregate of 6,000,000 shares of Common Stock in the form attached hereto as Exhibit A (the “Warrants”).

WHEREAS, Section 11 provides that the Original Restricted Stock Agreement may be amended only in a written document signed by each of the parties thereto;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows:

I.           Amendment to Original Restricted Stock Agreement

(a)Section 2(i) of the Original Restricted Stock Agreement shall be deleted in its entirety and replaced with the following Section 2(a)(i):

“2. (a) Initial Issuance and Delivery. (i) All of the Initial Restricted Shares shall be issued and delivered to the respective Holders simultaneously with the execution and delivery of amendments relative to each of the Aircraft Management Agreements for Piaggio P-180 II aircraft with serial numbers 1181, 1187, 1194, 1199, and 1216, respectively (each and collectively, the “Aircraft”), in the forms attached to this Agreement as Appendix 1 (each, an “Aircraft Amendment”, and collectively, the “Aircraft Amendments”).

(b)All references to the words “Restricted Share” and “Restricted Shares” in the first paragraph and Sections 1 and 2 of the Original Stock Agreement shall be deleted and replaced with the words “Initial Restricted Share” and “Initial Restricted Shares,” respectively.

(c)All references to the word “Amendment” and “Amendments” in Sections 2, 5 and 10 of the Original Restricted Stock Agreement shall be deleted and replaced with the words “Aircraft Amendment” and “Aircraft Amendments”, respectively.

(d)The following new Section 2(b) shall be inserted immediately after Section 2(iii) of the Original Restricted Stock Agreement:

“(b) November 2012 Issuance and Delivery.

(i) An aggregate of 4,000,000 shares of Common Stock (the “New Restricted Shares”, and together with the Initial Restricted Shares, the “Restricted Shares”) and warrants (the “Warrants”) to purchase an aggregate of 6,000,000 shares of Common Stock (the “Warrant Shares”) shall be issued and delivered to the Holders as of the date of the Amendment of this Agreement.

(ii) An aggregate of 800,000 New Restricted Shares shall be issued and delivered to each Holder. For the avoidance of doubt, 100% of the New Restricted Shares will be vested and nonforfeitable.

(iii) For the avoidance of doubt, the Warrants Shares shall not be deemed to be “Restricted Shares.”

(e)The first sentence of Section 10 of the Original Restricted Stock Agreement shall be deleted and replaced in its entirety by the following:

“This Agreement and the Warrants contain the entire agreement between the parties with respect to the Restricted Shares issued hereunder.”

(f)Section 16(a) – (f) of the Original Restricted Stock Agreement shall be deleted and replaced in its entirety by the following:

“Section 16. Issuance of Antidilution Shares for Dilutive Events

(a)               Dilutive Issuances. Beginning after the date of the Amendment of this Agreement, if the Company at any time while the Restricted Shares are outstanding, but prior to the Antidilution Expiration Date, shall issue or sell (i) any Common Stock, (ii) any rights, options or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible

2

Securities (“Options”), or (iii) issue or sell any any evidences of indebtedness, shares, or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options (“Convertible Securities”, and together with Options, “Common Stock Equivalents”), except for Excluded Shares (defined below), at an effective price per share (the “Base Share Price”) that is less than the $0.19 (the “New Purchase Price”), as equitably adjusted for events described in Section 6(a) (the “Antidilution Threshold”, and such issuances collectively, a “Dilutive Issuance”), then simultaneously with the consummation of such Dilutive Issuance, the Company shall issue the number of Antidilution Shares (as defined below) calculated in accordance with Section 16(c) below to each Holder. Upon the issuance of any Antidilution Shares, such shares shall thereafter be deemed “Prior Antidilution Shares.”

(b) Excluded Shares. “Excluded Shares” means:

(1) shares of Common Stock, Options or Convertible Securities issued or issuable to officers, employees or directors of, or consultants to, the Company pursuant to a stock purchase or option plan or other compensatory stock arrangements approved by the Board of Directors of the Company;

(2) grants or issuances of Common Stock or Options on customary and reasonable terms as to amount and otherwise or Convertible Securities on customary and reasonable terms as to amount and otherwise to institutional lenders, equipment lessors, key vendors or other bona fide third-party debt financing sources in connection with providing the Company with payable or debt financing pursuant to transactions approved by the Board of Directors of the Company and the shares of Common Stock issued or issuable upon conversion of any such Convertible Securities or exercise of any such Options;

(3) shares of Common Stock issued or issuable upon conversion of any Convertible Securities or exercise of any Options in each case outstanding on the date hereof, on the terms existing on the date hereof, as set forth in Schedule A hereto or previously disclosed to Holders in a writing identified to this Agreement;

(4) shares of Common Stock issued solely in consideration for the acquisition (by merger or otherwise) of assets of, or equity interests in, another entity pursuant to transactions approved by the Board of Directors of the Company;

(5) any other shares of Common Stock, Options or Convertible Securities which are expressly determined to be Excluded Shares by the Grantee in writing;

(6) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 6;

(7) grants or issuances of Common Stock, Options or Convertible Securities to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company;

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(8) grants or issuances of the New Notes and New Warrants, and any shares of Common Stock issuable upon conversion of the New Notes or upon exercise of the New Warrants; and

(9) any convertible notes having a conversion price that is greater than or equal to the Conversion Price (as defined in the New Notes), the shares of Common Stock issuable upon conversion of such convertible notes, any warrants having an exercise price that is greater than or equal to the Exercise Price (as defined in the New Warrants), and the shares of Common Stock issuable upon exercise of such warrants.

(c) Calculation of Antidilution Shares. Upon each Dilutive Issuance, the number of “Antidilution Shares” to be issued to each Holder shall equal the difference of the Total Adjusted Shares with respect to such Holder (defined below) minus the sum of the Restricted Shares and all Prior Antidilution Shares issued to such Holder and outstanding. The number of “Total Adjusted Shares” with respect to each Holder shall be calculated by multiplying the number of Restricted Shares outstanding held by such Holder by the quotient calculated by dividing the number one (1) by the Antidilution Ratio (defined below).

The “Antidilution Ratio” shall be a fraction, (i) the denominator of which shall be the number of shares of Common Stock and Common Stock Equivalents issued in the Dilutive Issuance, and (ii) the numerator of which shall be the number of shares of Common Stock and Common Stock Equivalents that would have been issued in the Dilutive Issuance had the Common Stock and Common Stock Equivalents issued in the Dilutive Issuance been issued at the New Purchase Price (as such New Purchase Price has been equitably adjusted for events described in Section 6(a)).

(d) Deemed Issue of Additional Shares of Common Stock.

(i) If the Company at any time or from time to time after the date of the Amendment to this Agreement, but before the Antidilution Expiration Date, shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Excluded Shares) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be a Dilutive Issuance as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(ii) If the terms of any Option or Convertible Security, the issuance of which resulted in a Dilutive Issuance pursuant to the terms of Section 16(a), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1)

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any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Total Adjusted Shares computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Total Adjusted Shares as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (ii) shall have the effect of requiring the cancellation of Prior Antidilution Shares that are issued and outstanding and were issued as of the date of the original Dilutive Issuance.

(iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Excluded Shares), the issuance of which did not result in an adjustment to the Total Adjusted Shares pursuant to the terms of Section 16(c) (either because the consideration per share (determined pursuant to Section 16(c)) of the Dilutive Issuance subject thereto was equal to or greater than the Antidilution Threshold then in effect, or because such Option or Convertible Security was issued before the date of the Amendment of this Agreement), are revised after the date of the Amendment of this Agreement as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the shares issuable in the Dilutive Issuance subject thereto (determined in the manner provided in Section 16(c)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Total Adjusted Shares pursuant to the terms of Section 16(c), the Total Adjusted Shares shall be readjusted to such Total Adjusted Shares as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(v) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Total Adjusted Shares provided for in this Section 16(d) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (i) and (ii) of this Subsection 16(d)). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable

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to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Total Adjusted Shares that would result under the terms of this Subsection 16(d) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Total Adjusted Shares that such issuance or amendment took place at the time such calculation can first be made.

(e) Determination of Consideration. For purposes of this Section 16, the consideration received by the Company for the issue of Common Stock or Common Stock Equivalents in any Dilutive Issuance shall be computed as follows:

(i) Cash and Property: Such consideration shall:

(A)	insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, excluding amounts paid or payable for accrued interest;
(B)	insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and
(C)	in the event shares of Common Stock and Common Stock Equivalents are issued in a Dilutive Issuance together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board of Directors of the Corporation.

(ii) Options and Convertible Securities. The consideration per share received by the Company in a Dilutive Issuance deemed to have been issued pursuant to Section 16(d), relating to Options and Convertible Securities, shall be determined by dividing:

(A)

the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(B)

the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

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(f) Notice. The Company shall notify each Holder, in writing, no later than the trading day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 16, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”); provided that no such Dilutive Issuance Notice shall be required in connection with the New Issuance.”

(g)A new Section 17 shall be added to the Original Restricted Stock Agreement immediately after Section 16 as follows:

“17. Further Assurance. In no event shall the Company, directly or indirectly, issue Common Stock, Convertible Securities or Options to any aircraft owner or lessor or any other party to any business relationships substantially similar to any business relationships between the Company and the Holders, in reduction of amounts payable by the Company or otherwise, at an effective price of less than $0.25 per unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock with an exercise price of $0.50 per share without the prior written consent of the Holders.”

II.           Waiver

Each Holder hereby waives any right to the issuance of Antidilution Shares in connection with the issuance and sale of the New Notes and New Warrants by the Company on or about the date hereof, or in connection with the issuance of shares of Common Stock issuable upon conversion of the New Notes or exercise of the New Warrants.

III.           Miscellaneous

(a)           Defined Terms.  Terms not defined herein shall have the meaning ascribed to such terms under the Original Restricted Stock Agreement.

(b)           Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(c)           Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d)           Integration.  This Amendment and the Original Restricted Stock Agreement represent the entire agreement of the Company and the Holders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the applicable Purchasers relative to the subject matter hereof and thereof not expressly set forth or referred to herein or in the Original Restricted Stock Agreement.

(e)           Governing Law.  This Amendment shall be governed by and construed under the laws of the State of Florida, without regard to its provisions concerning the applicability of laws of other jurisdictions.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Restricted Stock Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AVANTAIR, INC.

By:____________________

 Name:

 Title:

LW AIR I, LLC

By:____________________

 Name:

 Title:

LW AIR II, LLC

By:_____________________

 Name:

 Title:

LW AIR III, LLC

By:______________________

 Name:

 Title:

LW AIR IV, LLC

By:______________________

 Name:

 Title:

LW AIR V, LLC

By:______________________

 Name:

 Title:

8

EXHIBIT A

FORM OF WARRANT

(See attached)

9

EX-99.5

 

Exhibit 99.5

AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT

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”).

WHEREAS, the Company issued the Warrant to purchase 2,373,620 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company to the Holder at a price of $1.00 per share in accordance with the terms set forth therein, subject to certain antidilution rights set forth in Section 10 of the Warrant (the “Original Antidilution Provisions”);

WHEREAS, the Company expects to issue (the “New Issuance”) senior secured convertible promissory notes (the “New Notes”) and warrants to purchase shares of Common Stock (the “New Warrants”) pursuant to the Note and Warrant Purchase Agreement dated on or about the date hereof by and among the Company and the purchasers set forth therein, as amended and restated from time to time  (the “Note and Warrant Purchase Agreement”), under which the Holder, or one or more affiliates of the Holder, will purchase New Notes and New Warrants, which issuances would have entitled the Holder to certain antidilution protections under the Warrant; and

WHEREAS, the Company and the Holder wish to amend the Warrant to provide for (i) revised antidilution rights as set forth herein (the “Amended Antidilution Provisions”) so the Original Antidilution Provisions would not apply to the New Issuance, and other modifications set forth herein, (ii) a reduction in the Exercise Price (as defined in the Warrant) to $0.50 per share of Common Stock; and (iii) an increase in the number of Securities (as defined in the Warrant) issuable upon exercise in full of the Warrant to 3,560,430 shares of Common Stock;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties hereto, intending to be legally bound, agree as follows:

I.           Amendment to Warrant

(a)The first three sentences of Section 1 of the Warrant shall be deleted in their entirety and replaced by the following:

“THIS CERTIFIES THAT, for good and valuable consideration, duly paid by or on behalf of Lorne Weil (“Holder”), as registered owner of this Warrant, to Avantair, Inc. (“Company”), Holder is entitled, subject to the provisions of Section 2 hereof, at any time or from time to time at or before 5:00 p.m., Eastern Time on October 19, 2015 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 3,560,430 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. This Warrant is initially exercisable at $0.50 per share of Common Stock purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 and Section 10 hereof, the rights granted by this Warrant, including the exercise price and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified.”

(b)Section 10(a)(i)(C) shall be deleted in its entirety and replaced by the following:

“(C) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Section 10(a)(ii), deemed to be issued) by the Company after the date hereof, other than the following (collectively, “Excluded Shares”):

(1) shares of Common Stock issued or issuable to officers, employees or directors of, or consultants to, the Company pursuant to a stock purchase or option plan or other compensatory stock arrangements approved by the Board of Directors of the Company;

(2) grants or issuances of Common Stock, Options or Convertible Securities to lenders, equipment lessors or other financing sources in connection with providing the Company with financing and the shares of Common Stock issued or issuable upon conversion of any such Convertible Securities or exercise of any Options;

(3) shares of Common Stock issued or issuable upon conversion of any Convertible Securities or exercise of any Options in each case outstanding on the date hereof, on the terms existing on the date hereof;

(4) shares of Common Stock issued solely in consideration for the acquisition (by merger or otherwise) of assets of, or equity interests in, another entity;

(5) any other shares of Common Stock, which shares are expressly determined to be Excluded Shares by the Holder;

(6) any shares of Common Stock and warrants issued pursuant to the Restricted Stock Agreement by and between the Company and affiliates of Lorne Weil dated as of September 28, 2012, as amended from time to time including without limitation Amendment No. 1 thereto, and any shares of Common Stock issuable upon exercise of such warrants;

(7) the Warrant, as amended from time to time including without limitation this Amendment, and any shares of Common Stock issuable upon exercise of the Warrant as so amended;

(8) grants or issuances of the New Notes and New Warrants, and any shares of Common Stock issuable upon conversion of the New Notes or upon exercise of the New Warrants;

(9) any convertible notes having a conversion price that is greater than or equal to the Conversion Price (as defined in the New Notes), the shares of Common Stock issuable upon conversion of such convertible notes, any warrants having an exercise price that is greater than or equal to the Exercise Price (as defined in the New Warrants), and the shares of Common Stock issuable upon exercise of such warrants;

(10) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 6; and

(11) grants or issuances of Common Stock, Options or Convertible Securities to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company.”

II.           Waiver

Each Holder hereby waives any right to an adjustment to the Exercise Price and the Securities in connection with the issuance and sale of the New Notes and New Warrants by the Company on or about the date hereof, or in connection with the issuance of shares of Common Stock issuable upon conversion of the New Notes or exercise of the New Warrants.

III.           Miscellaneous

(a)           Defined Terms.  Terms not defined herein shall have the meaning ascribed to such terms under the Warrant.

(b)           Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(c)           Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d)           Integration.  The Amendment and the Warrant represent the entire agreement of the Company and the Holder with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by Holder relative to the subject matter hereof and thereof not expressly set forth or referred to herein or in the Warrant.

(e)           Governing Law.  This Amendment shall be governed by and construed under the laws of the State of Florida, without regard to its provisions concerning the applicability of laws of other jurisdictions.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Amended and Restated Warrant to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

AVANTAIR, INC.

By:___________________________

Name:

Title:

Accepted and Agreed:

HOLDER

_______________________

Lorne Weil