X0306 4 2013-02-06 0 0001303849 Avantair, Inc AAIR 0001044321 MARXE AUSTIN W & GREENHOUSE DAVID M C/O SPECIAL SITUATIONS FUNDS 527 MADISON AVENUE, SUITE 2600 NEW YORK NY 10022 0 0 1 0 Series B Senior Secured Convertible Note ("Notes") 0.25 2010-02-06 4 J 0 1055537.05 0 A 2013-02-06 2015-11-28 Common Stock 4222148 1055537.05 I By Limited Partnerships Warrants 0.5 2013-02-06 4 J 0 4222148 0 A 2013-02-06 2017-11-30 Common Stock 4222148 4222148 I By Limited Partnerships Failure to comply with Registration Rights Agreement dated October 16, 2009, resulted in a claim for liquidated damages. On February 6, 2012 the Reporting Persons entered into a settlement agreement with the Issuer to satisfy such damages. This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). They share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cay), and Special Situations Private Equity Fund, LP (PE). QP owns a $618,122.50 Note convertible into 2,472,490 C.S., Cay owns a $206,040.83 Note convertible into 824,163 C.S. and PE owns a $164,874.89 Note convertible into 659,500 C.S. Greenhouse owns a $66,498.83 Note convertible into 265,995 C.S. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cay & PE are limited to the extent of his pecuniary interest. The Notes are convertible into shares of Common Stock at any time to the extent there are a sufficient number of authorized shares. This is a joint filing by Austin W. Marxe (Marxe) & David M. Greenhouse (Greenhouse). Marxe and Greenhouse share voting and investment control over all securities owned by Special Situations Fund III QP, L.P. (QP), Special Situations Cayman Fund, L.P. (Cay), and Special Situations Private Equity Fund, LP (PE). QP owns 2,472,490 Warrants, Cay owns 824,163 Warrants and PE owns 659,500 Warrants. Greenhouse owns 265,995 Warrants. The interest of Marxe and Greenhouse in the shares of Common Stock owned by QP, Cay & PE are limited to the extent of their pecuniary interest. The Warrants are exercisable into shares of Common Stock at any time to the extent there are a sufficient number of authorized shares. Austin W. Marxe 2013-02-11 David M. Greenhouse 2013-02-11