AMENDMENT NO. 3 TO THE SECURITIES PURCHASE AGREEMENT

Amendment No. 3 (this “ Amendment No. 3 ”), dated as of September 23, 2009, to the Securities Purchase Agreement (the “ Agreement ”), dated as of June 30, 2009 (and initially amended as of July 30, 2009 (“ Amendment No. 1 ”) and amended again as of September 10, 2009 (“ Amendment No. 2 ”)), by and among Avantair, Inc., a Delaware corporation (the “ Company ”), and the purchasers in the initial Closing identified on the signature pages to the Agreement.  This Amendment, when executed by the Company and the Majority Purchasers (as defined below) shall be deemed part of the Agreement.  All purchasers in subsequent Closings shall execute a counterpart signature page to this Amendment No 3 (and a similar signature page to Amendments No. 1 and No. 2).

WHEREAS, prior to the date hereof, the Company and the Placement elected to extend the Offering until September 28, 2009 (as permitted under Section 1 of Amendment No. 2);

WHEREAS, it is desired that the term of the Offering be extended beyond September 28, 2009;

WHEREAS, Section 5.5 of the Agreement provides that such Agreement may be amended by the Company and the holders of at least a majority in interest of the Shares then outstanding;

WHEREAS, Dalewood Associates LP (“Dalewood”), BRMR, LLC (“BRMR”), David Nussbaum, Steven Levine, A. Clinton Allen and Lawson P. Allen (collectively, the “Majority Purchasers”) hold more than a majority in interest of the Shares currently outstanding; and

WHEREAS, capitalized terms used herein and not otherwise defined herein have the meaning specified in the Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each of the undersigned agree as follows: