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ARDENT ACQUISITION
CORPORATION
STOCKHOLDERS
AGREEMENT
This Agreement is made as of
February 22, 2007, by and among Ardent Acquisition
Corporation, a Delaware corporation (the “ Company
”), and the persons and entities listed on the signature
pages hereof (the “ Holders ”) each of whom own
shares of the Company’s Common Stock, par value $.0001 per
share (the “ Common Stock ”).
PREAMBLE
WHEREAS, the Company has
entered into a Stock Purchase Agreement, dated October 2, 2006
(the “Purchase Agreement”), as amended on
December 15, 2006, with the stockholders of Avantair, Inc.
(the “Avantair Sellers”), whereby the Company will
acquire all of the capital stock of Avantair, Inc., in exchange for
an aggregate of 6,642,822 shares of Common Stock (subject to
adjustment pursuant to the terms of the Purchase
Agreement);
WHEREBY, the Company, the
Avantair Sellers and the other Holders desire to ensure that
certain persons are represented on the Company’s board of
directors;
WHEREBY, certain of the
Avantair Sellers have agreed to restrict their ability to Transfer
(as defined below) the Company Stock to be received by them in
connection with the closing of the transactions contemplated by the
Purchase Agreement (the “Closing”); and
WHEREBY, capitalized terms
used but not otherwise defined herein shall have the meanings set
forth in the Purchase Agreement;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth
herein, the Company and the Investors agree as follows:
Section 1.
Restrictions on Transfer .
1.1 Except as otherwise
provided in this Agreement, until the second anniversary of the
Closing, none of BHP Partners LLC, Camelot 27, LLC (or its
members), Jeffrey Kirby, John Waters or Kevin McKamey (each, a
“Restricted Avantair Seller”) will sell, exchange,
assign, transfer, pledge, hypothecate, make any short sale of,
grant any option for the purchase of, enter into any hedging or
similar transaction with the same economic effect as a sale, or
otherwise encumber or dispose of, directly or indirectly,
voluntarily or involuntarily, in any respect (each, a
“Transfer”) all or any part of, or any interest in, any
shares of Common Stock received by such Restricted Avantair Seller
at the Closing or pursuant to Section 1.5 of the Purchase
Agreement (the “Shares”), provided ,
however , that the foregoing restrictions shall not apply to
the number of Shares (“Transferable Shares”) designated
as such next to the names of certain Restricted Avantair Sellers on
Schedule A hereto, and provided , further ,
however , the restrictions set forth in this
Section 1.1 shall expire with respect to those Shares issued
to BHP Partners LLC (a) as to one third of such Shares six
months after the Closing Date, (b) as to another one third of
such Shares on the first anniversary of the Closing Date and
(c) as to the remaining one third of such Shares on the
eighteen month anniversary of the Closing Date. For the avoidance
of doubt, notwithstanding the foregoing, all transfers by the
Restricted Avantair
Sellers shall remain subject to
applicable securities laws. Any Transfer of Shares not made in
conformance with this Agreement shall be null and void, shall not
be recorded on the books of the Company or its transfer agent and
shall not be recognized by the Company.
1.2 Notwithstanding the
provisions of Section 1.1 hereof, each Holder may Transfer
Shares, with or without consideration, (i) in the case of any
Holder that is a partnership, to (A) such partnership and any
of its limited or general partners; (B) such
partnership’s employees and subsidiaries; and (C) any
corporation or other business organization to which such
partnership shall sell all or substantially all of its assets or
with which it shall be merged; (ii) in the case of any Holder
that is a corporation, to (A) such corporation and such
corporation’s employees and subsidiaries and (B) any
corporation or other business organization to which such
corporation shall transfer all or substantially all of its assets
or with which it shall be merged; (iii) in the case of any
Holder that is a limited liability company, to (A) such
limited liability company and any of its members or employees;
(B) such limited liability company’s subsidiaries and
(C) any corporation or other business organization to which
such limited liability company shall sell all or substantially all
of its assets or with which it shall be merged; and (iv) in
the case of any Holder that is an individual, to any ancestor,
descendant, spouse or sibling of such Holder, or to a custodian,
trustee (including a trustee of a voting trust), executor, or other
fiduciary for the account of any ancestor, descendant, spouse or
sibling of such Holder, or to a trust for such Holder’s own
self, or a charitable remainder trust, in each case solely in
connection with estate planning activities (each, a
“Permitted Transferee”), provided that each such
Permitted Transferee or assignee, prior to the completion of such
Transfer shall (1) agree in writing in advance with the
Company to be bound by the provisions of this Agreement in the same
manner as if it were a party hereto at the time of such Transfer,
and (2) from and after the date of such Transfer be deemed a
party hereto and a “Holder” for all purposes hereof,
and the Common Stock held by such Permitted Transferee subject to
the Transfer shall continue to be subject to all of the provisions
of this Agreement as if still held by the assigning
party.
Section 2. Voting
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2.1 Election of
Directors . At any regular or special meeting of the
stockholders of the Company called for the purpose of filling
positions on the Board of Directors of the Company (the
“Board”), or in any written consent executed in lieu of
such a meeting, each Holder shall vote, and cause their respective
Affiliates to vote, all shares of Common Stock owned, held or
controlled beneficially or of record by such Holder and its
Affiliates and shall take all actions within its control that are
necessary to ensure the election or appointment to the Board of the
following individuals:
(a) Three (3) members of
the Board who shall be designated by the Avantair Sellers, who
shall initially be Steven Santo, John Waters and A. Clinton Allen
(the “Avantair Designees”);
(b) Three (3) members of
the Board who shall be designated by Marc Klee and Barry Gordon (or
their designated successors) (the “Ardent Holders”),
two of whom shall initially be Barry Gordon (who shall be elected
non-executive Chairman), Arthur Goldberg and Stephanie A. Cuskley
(the “Purchaser Designees”); and
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(c) One (1) member of
the Board designated by the Avantair Sellers and subject to the
approval of the Ardent Holders, who shall initially be Robert J.
Lepofsky (the “Joint Designee”).
2.2 Director
Independence . Until the termination of this Agreement, at
least (a) one of the Avantair Designees, (b) two of the
Purchaser Designees and (c) the Joint Designee shall qualify
as independent directors
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