Unassociated Document


    MEMBERSHIP
      INTEREST PURCHASE AGREEMENT

    


    THIS
      MEMBERSHIP INTEREST PURCHASE AGREEMENT (this
      “Agreement”)
      is
      effective as of June 20, 2008, by and among Avantair, Inc., a Delaware
      corporation, with offices located at 4311 General Howard Drive, Clearwater,
      FL
      33762 (“Seller”),
      Share
      100 Holding Co., LLC , a Delaware limited liability company, with offices
      currently located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
      (the
“Company”),
      and
      Executive AirShare Corporation, a Kansas corporation, with offices located
      at
      150 Richards Road, Suite 103, Kansas City, MO 64116 (“Purchaser”).
      Seller, Company and Purchaser are sometimes referred to herein individually
      as a
“Party”,
      and
      collectively as the “Parties”.
      

    


    RECITALS:

    


    WHEREAS,
      Seller
      is currently the sole member of the Company and therefore owns one hundred
      percent (100%) of the membership interests of the Company; 

    


    WHEREAS,
      concurrent with the Closing, Seller and Purchaser will cause the current
      operating agreement of the Company to be amended and restated in accordance
      with
      the terms and conditions herein (the “Restated
      Operating Agreement”),
      which
      shall supersede any and all prior Operating Agreements and shall provide for
      two
      separate classes of membership interests in the Company, a Class A membership
      interest (the “Class
      A Interest”)
      and a
      Class B membership interest (the “Class
      B Interest”);

    


    WHEREAS,
      subject
      to and in accordance with the terms and conditions hereof, Purchaser desires
      to
      acquire from Seller the entire Class A Interest, and Seller desires to sell,
      transfer and assign to Purchaser the entire Class A Interest; and 

    


    WHEREAS,
      as a
      result of the Closing of the transactions contemplated hereby, Purchaser will
      become the sole record and beneficial owner of the Class A Interest, and Seller
      will remain the sole record and beneficial owner of the Class B Interest.


    


    NOW
      THEREFORE,
      in
      consideration of the foregoing, the terms, covenants and conditions set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

    


    ARTICLE
      I

    DEFINITIONS

    


    1.1 Definitions.
      For
      purposes of this Agreement, the following terms have the meanings set forth
      below:

    


    “Agreement”
means
      this Membership Interest Purchase Agreement.

    


    “Assignment
      Document”
means
      that certain Purchase Agreement VAE-180V/2006 executed between the Seller and
      the Company, dated June 20, 2008, and acknowledged and consented to by Embraer
      in the form of that certain Consent and Agreement attached thereto as Annex
      I,
      dated June 20, 2008, pursuant to which, among other things, all of Seller’s
      right, title and interest in, to and under each of the APA and the LOA were
      be
      assigned, transferred and conveyed over to the Company. A copy of the Assignment
      Document is attached hereto as Exhibit B.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    “Class
      A Interest”
has
      the
      meaning set forth in the Recitals. 

    


    “Class
      B Interest”
has
      the
      meaning set forth in the Recitals. 

    


    “Closing”
has
      the
      meaning set forth in Section 2.3.

    


    “Closing
      Date”
has
      the
      meaning set forth in Section 2.3. 

    


    “Embraer”
means
      Empresa Brasilleira de Aeronautica, S.A. 

    


    “Embraer
      Consent”
means
      the written Consent and Agreement of Embraer to the assignment of all of
      Seller’s right, title and interest in, to and under the APA and the LOA to the
      Company pursuant to the Assignment Document, which Embraer Consent is attached
      to and contained within the Assignment Document.

    


    “Embraer
      Contracts”
means
      the Embraer Consent, the Assignment Document, and that certain Embraer
      Phenom 100 Purchase Agreement VAE-180V/2006, dated September 29, 2006, by and
      between Seller and Embraer, as the same has been amended, supplemented or
      otherwise modified by Amendment 1 to Purchase Agreement VAE-180V/2006, dated
      June 20, 2008 (the “APA”), and that related Letter of Agreement VAE-181V/2006,
      between Embraer and Seller, dated September 29, 2006 (the “LOA”), as the same
      has been amended, supplemented or otherwise modified by Amendment 1 to Letter
      of
      Agreement VAE-181V/2006, dated June 20, 2008.

    


    “Governmental
      Authority”
means
      any instrumentality, subdivision, court, administrative agency, commission,
      official or other authority of the United States or any other country or any
      state, county, province, municipality, locality or other government or political
      subdivision thereof, any quasi-governmental or private body exercising any
      regulatory, taxing or other governmental or quasi-governmental authority, or
      any
      arbitrator.

    


    “Law”
means
      any statute, law, ordinance, rule, regulation, mandate, order, writ, injunction,
      judgment, decree, ruling, charge, or other requirement of, or any agreement
      with, any Governmental Authority.

    


    “Liens”
means
      all judgments, pledges, interests, rights of first refusal or first offer,
      mortgages, indentures, claims, liens, security interests and other encumbrances
      of every kind and nature.

    


    “Person”
means
      any individual, corporation, partnership, limited liability company, joint
      venture, association, bank, trust company, trust or other entity, or any
      Governmental Authority. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    “Purchase
      Documents”
means,
      collectively, each and every agreement, document, certificate or instrument
      to
      be executed by Purchaser pursuant to or in connection with this
      Agreement. 

    


    “Restated
      Operating Agreement”
has
      the
      meaning set forth in the Recitals.

    


    “Restrictions”
means,
      except as set forth in the Company’s Certificate of Formation or Restated
      Operating Agreement, all of the following with respect to the membership
      interests of the Company: options, proxies, voting trusts, voting agreements,
      member agreements, preemptive rights, rights of first refusal or offer, transfer
      restrictions and similar rights or restrictions (other than those imposed by
      applicable Law).

    


    “Seller
      Documents”
means,
      collectively, each and every agreement, document, certificate or instrument
      to
      be executed by Seller and/or the Company pursuant to or in connection with
      this
      Agreement.

    


    “Taxes”
means
      any federal, state, local and foreign income (including but not limited to
      those
      assessed on capital gain), payroll, withholding, excise, sales, use, license,
      lease, personal and other property, use and occupancy, business and occupation,
      mercantile, real estate, ad valorem, gross receipts, employment, payroll,
      severance, stamp, premium, windfall profits, social security (or similar
      unemployment), disability, transfer, registration, value-added, alternative
      or
      add-on minimum, estimated, capital stock and franchise and other tax of any
      kind
      whatsoever, including customs, conveyance fees, duties or other governmental
      fees and like assessments or charges of whatever kind, and all interest and
      penalties thereon, whether or not disputed.

    


    ARTICLE
      II

    SALE
      OF CLASS A 

    INTEREST;
      CLOSING

    


    2.1 Sale
      and Purchase.
      Subject
      to the terms and conditions set forth herein, at the Closing, Purchaser shall
      purchase from Seller, and Seller shall sell, assign, transfer and deliver to
      Purchaser, the Class A Interest, free and clear of any and all Liens and
      Restrictions. 

    


    2.2
       Purchase
      Price.
      The
      aggregate purchase price for the acquisition of the Class A Interest hereunder
      by Purchaser shall be Five Hundred Twenty Thousand Dollars ($520,000.00) (the
      “Purchase
      Price”),
      which
      shall be paid by Purchaser as follows: (a) Three Hundred Thousand Dollars ($300,000.00)
      shall be paid to Aero Records & Title in Oklahoma City, Oklahoma, as escrow
      agent (the “Escrow Agent”) upon the Parties’ execution of this Agreement as a
      refundable deposit (the “Deposit”), to be applied to the payment of the Purchase
      Price at Closing, and (b) the balance of Two Hundred Twenty Thousand Dollars
      ($220,000.00) shall be paid directly to the Seller at Closing (subject to the
      conditions herein) by wire transfer of immediately available funds to an account
      designated by Seller. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    2.3 Capital
      Contribution.
      Concurrent with Closing, and subject to the conditions to Closing as set forth
      herein, Purchaser shall make an initial contribution to the capital of the
      Company of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00)
      (the
“Purchaser Initial Capital Contribution”), which funds shall then be immediately
      thereafter distributed to the Class B Member as a dividend, in each case in
      accordance with the terms and conditions of the Restated Operating Agreement.
      

    


    2.4 Closing.
      The
      closing and consummation of the transactions contemplated by this Agreement
      (the
“Closing”)
      shall
      take place as soon as practicable but in no event later than the third business
      day following the satisfaction or waiver of all conditions set forth in Article
      VII (other than the conditions with respect to actions the Parties will take
      at
      the Closing itself), or on such other date and time as shall be mutually upon
      by
      the Parties, subject, however, to the provisions of Article IX (the
“Closing
      Date”).
      

    


    2.5 Deliveries
      and Proceedings at Closing.
      At the
      Closing, the Parties shall deliver the documents set forth below, each of which
      shall be considered a condition precedent to Closing and the obligations of
      each
      other Party hereto. All documents which any Party shall deliver to the others
      shall be in form and substance reasonably satisfactory to the other Parties
      and
      their counsel.

    


    (a)
       Deliveries
      of Seller.
      Seller
      and Company shall deliver to Purchaser:

    


    (i)
      a
      certificate of good standing for each of Seller and the Company issued within
      five (5) days of the Closing Date by the Secretary of State of Delaware;


    


    (ii)
      a
      true, accurate and complete copy of (A) the Restated Operating Agreement,
      executed by Seller, and which shall be consistent with the terms and conditions
      set forth in Exhibit
      A
      and
      otherwise in form and substance mutually agreed to between Seller and Purchaser,
      and (B) each other Seller Document, in each case duly executed by Seller and/or
      the Company, as the case may be; 

    


    (iii)
      a
      true, accurate and complete copy of the fully executed Assignment Document,
      including the Embraer Consent, together with a true, accurate and complete
      original copy of each of the other Embraer Contracts; 

    


    (iv)
      all
      consents, assignments, authorizations and approvals necessary for Seller and
      the
      Company to consummate in full the transactions contemplated by this Agreement,
      each duly executed and in a form reasonably satisfactory to Purchaser;


    


    (v)
      a
      certificate of a duly authorized officer of Seller certifying as true and
      correct the following: (A) the incumbency and specimen signature of each officer
      of Seller and Company executing this Agreement or any Seller Document; (B)
      a
      copy of the resolutions of the board of directors of Seller authorizing the
      execution, delivery and performance by Seller and/or the Company, as the case
      may be, of this Agreement, the Restated Operating Agreement, the Embraer
      Consent, the Assignment Document, the other Seller Documents, and all
      transactions contemplated hereby and thereby, and (C) a copy of the resolutions
      of the Manager and sole member of the Company authorizing the execution,
      delivery and performance by the Company of this Agreement, the Restated
      Operating Agreement, the Seller Documents to which the Company is or will be
      a
      party, and all transactions contemplated hereby and thereby; and

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (vi)
      all
      other documents required to be delivered by Seller or the Company to Purchaser
      at or prior to the Closing pursuant to the terms of this Agreement or as
      Purchaser may otherwise reasonably request.

    


    (b)
       Deliveries
      of Purchaser.
      Purchaser shall deliver to Seller and the Company, as applicable:

    


    (i)
      a
      certificate of good standing for Purchaser issued within five (5) days of the
      Closing Date by the Secretary of State of Kansas;

    


    (ii)
      the
      Purchase Price and the Purchaser Initial Capital Contribution in accordance
      with
      Section 2.2 and Section 2.3 hereof; 

    


    (iii)
      a
      true, accurate and complete copy of (A) the Restated Operating Agreement,
      executed by Purchaser, which shall be consistent with the terms and conditions
      set forth in Exhibit
      A
      and
      otherwise in form and substance mutually agreed to between Seller and Purchaser,
      and (B) each other Purchaser Document, in each case duly executed by Purchaser;
      

    


    (iv)
      a
      certificate of a duly authorized officer of Purchaser certifying as true and
      correct the following: (A) the incumbency and specimen signature of each officer
      of Purchaser executing this Agreement or any Purchaser Document; and (B) a
      copy
      of the resolutions of the board of directors of Purchaser authorizing the
      execution, delivery and performance by Purchaser of this Agreement, the Restated
      Operating Agreement, the Purchase Documents, and all transactions contemplated
      hereby and thereby; 

    


    (v)
      all
      consents, assignments, authorizations and approvals necessary for Purchaser
      to
      consummate in full the transactions contemplated by this Agreement, each duly
      executed and in a form reasonably satisfactory to Seller ; and 

    


    (vi)
      all
      other documents required to be delivered by Purchaser to Seller at or prior
      to
      the Closing pursuant to the terms of this Agreement or as Seller may otherwise
      reasonably request.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND 

    WARRANTIES
      OF SELLER AND THE COMPANY 

    


    Seller
      and the Company hereby jointly and severally represent and warrant to Purchaser
      as of the date hereof and as of the Closing as follows:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    3.1 Organization
      and Good Standing. Seller
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of Delaware, and has all requisite power and authority to own, lease and
      operate its properties and assets as now owned, leased and operated and to
      carry
      on its business as and where presently conducted. The Company is a limited
      liability company duly organized, validly existing and in good standing under
      the laws of Delaware, and has all requisite power and authority to own, lease
      and operate its properties and assets as now owned, leased and operated and
      to
      carry on its business as and where presently conducted. Seller and the Company
      are each qualified or licensed to do business and in good standing in each
      jurisdiction where required.

    


    3.2 Authorization
      and Enforceability.
      Seller
      and the Company have the full power and authority to make, execute, deliver
      and
      perform this Agreement, the Embraer Contracts, the Seller Documents and the
      Restated Operating Agreement, and to consummate the transactions contemplated
      hereby and thereby. The execution, delivery and performance of this Agreement,
      the Seller Documents and the Restated Operating Agreement, and the consummation
      of the transactions contemplated hereby and thereby, by Seller and the Company
      have been duly authorized, duly executed and delivered by Seller and the
      Company, and this Agreement, the Seller Documents and the Restated Operating
      Agreement constitute legal, valid and binding obligations of Seller and/or
      the
      Company, as the case may be, enforceable against them in accordance with their
      terms, except to the extent that enforcement may be affected by Laws relating
      to
      bankruptcy, reorganization, insolvency and creditors’ rights and by the
      availability of injunctive relief, specific performance and other equitable
      remedies.

    


    3.3 No
      Violation. The
      execution, delivery and performance of this Agreement, the Seller Documents,
      the
      Embraer Contracts and the Restated Operating Agreement do not, and the
      consummation of the transactions contemplated hereby and thereby will not,
      violate, conflict with or result in a default under (a) any of the
      organizational documents of Seller or the Company, (b) any resolution of the
      governing body or equity holders of either Seller or the Company, (c) any right
      or interest in favor of any other Person, (d) any agreement, contract,
      instrument, commitment or understanding to which Seller and/or the Company
      is a
      party or by which any of their assets may be bound or affected, (e) any
      judgment, decree or order of any court, arbiter, or Governmental Authority,
      or
      (f) any applicable Law.

    


    3.4 Consents.
      Except
      for the Embraer Consent and any filings the Seller is required to make with
      the
      Securities and Exchange Commission, no consent, approval or authorization of,
      registration or filing with, or notice to, any Person is required by Seller
      or
      the Company in connection with (a) the execution and delivery of this Agreement,
      the Embraer Contracts, the Seller Documents or the Restated Operating Agreement,
      or (b) the consummation and performance by Seller and the Company of the
      transactions contemplated hereby or thereby. 

    


    3.5 Title;
      Liens.
      Prior
      to and at the Closing and the due execution of the Restated Operating Agreement,
      Seller had and will have good and marketable title to the entire membership
      interest in Company, free and clear of all Liens and Restrictions. As of the
      Closing, Purchaser will acquire good and marketable title to the Class A
      Interest, free and clear of any and all Liens and Restrictions. The Company
      has
      good and valid title to all of its property and assets, free and clear of all
      Liens, and none of the Company property or assets are owned by or shared with
      any other Person. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    3.6 Capitalization.
      At all
      times prior to the Closing and the due execution of the Restated Operating
      Agreement, Seller was the sole member of the Company and thus the sole record
      and beneficial owner of the entire membership interest of the Company. As of
      the
      Closing and following the due execution of the Restated Operating Agreement
      (a)
      Purchaser will become the sole Class A member of the Company and thus the sole
      record and beneficial owner of the entire Class A Interest, and (b) Seller
      will
      become the sole Class B member of the Company and thus the sole record and
      beneficial owner of the entire Class B Interest. As of the Closing and following
      the due execution of the Restated Operating Agreement, the only authorized
      and
      issued membership interests in the Company are the Class A Interest and the
      Class B Interest, and all of the issued and outstanding membership interests
      of
      the Company have been validly issued, fully paid and nonassessable. There are
      no
      other securities of the Company of any kind authorized, issued or outstanding,
      and, except as may be set forth in the Restated Operating Agreement, there
      are
      no outstanding subscriptions, options, warrants, rights (including preemptive
      rights), rights of first refusal, calls, convertible securities or other
      agreements or commitments of any character relating to the issued or unissued
      membership interests, securities or equity interests of the Company. The Company
      has not granted or agreed to grant any registration rights regarding any of
      the
      membership interests, securities or equity interests of the Company to any
      Person. The Company does not hold or beneficially own any direct or indirect
      equity interests or other securities in any Person, or any subscriptions,
      options, warrants, rights, calls, convertible securities or other agreements
      or
      commitments regarding any such equity interests or other securities.


    


    3.7 Assets;
      Liabilities.
      The
      only property interests of, or assets owned by, the Company are the Embraer
      Contracts (including credit for any deposits made by Seller pursuant to such
      Embraer Contracts), any intellectual property rights associated with the
      Company’s name, and any cash held by the Company as a result of the capital
      contributions of its members. The only liabilities of the Company are the
      payment and/or performance obligations of the Company expressly set forth in
      the
      Embraer Contracts and in the Restated Operating Agreement. For purposes of
      clarity, the Company has not incurred any indebtedness for borrowed money,
      nor
      has Seller or Company taken any action or failed to take any action which has
      subjected the Company or will subject the Company to any foreign, federal,
      state
      or local tax liabilities (except for any contingent tax liabilities which may
      arise with respect to the purchase and delivery of the aircraft pursuant to
      the
      terms of the APA and LOA, and except for immaterial tax liabilities, if any,
      arising out of the formation of the Company).

    


    3.8 Embraer
      Contracts.
      

    


    (a)
       As
      of the
      Closing, and other than the Restated Operating Agreement, the only agreements
      or
      contracts to which the Company will be a party, or by which any of its property
      or assets may be bound or affected, will be the Embraer Contracts. 

    


    (b) Each
      Embraer Contract has been or will be assigned by Seller to the Company at or
      prior to the Closing pursuant to the Embraer Consent and the Assignment
      Document, and in connection therewith, each such Embraer Contract will become
      a
      valid, binding and enforceable obligation of the Company in accordance with
      its
      terms, except as enforceability may be affected by Laws relating to bankruptcy,
      reorganization, insolvency and creditors’ rights and by the availability of
      injunctive relief, specific performance and other equitable remedies.


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (c)
       The
      Embraer Consent and the Assignment Document will have the effect of assigning
      or
      having assigned in full all of Seller’s right, title and interest in, to and
      under each and every other Embraer Contract to the Company, and the Seller
      and
      the Company have the full power and authority to make, execute, deliver and
      perform the Embraer Consent and Assignment Document. The Embraer Consent and
      the
      Assignment Document each constitute a legal, valid and binding obligation of
      the
      Seller and the Company, enforceable against them in accordance with its terms,
      except to the extent that enforcement may be affected by Laws relating to
      bankruptcy, reorganization, insolvency and creditors’ rights and by the
      availability of injunctive relief, specific performance and other equitable
      remedies. 

    


    (c) With
      respect to each Embraer Contract, there exists no default or event of default
      or
      breach by the Seller or the Company or, to the knowledge of Seller, Embraer,
      or
      event, occurrence or condition that, with the giving of notice or the lapse
      of
      time, would give rise to a default or event of default by the Seller or the
      Company or, to the knowledge of Seller, Embraer. With respect to each such
      Embraer Contract, (i) the consummation of the transactions contemplated hereby
      will not result in a breach of or default under such Embraer Contract, or
      otherwise cause such Embraer Contract to cease to be legal, valid, binding,
      enforceable and in full force and effect; and (ii) neither the Company nor
      Seller has received notice of the intention of any party to such Embraer
      Contract to cancel, terminate or renegotiate such Embraer Contract, except
      as
      contemplated hereby. 

    


    (d) Seller
      has provided or made available to Purchaser a true and correct copy of each
      Embraer Contract, in each case together with all amendments, waivers or other
      changes thereto.

     

    3.9 Organizational
      Documents.
      True
      and complete copies of the Company’s Certificate of Formation and all amendments
      thereto, the current operating agreement of the Company as currently in force,
      all material membership interest records, and the corporate minute books of
      the
      Company have been made available to Purchaser.

    


    3.10 Compliance
      with Laws (Company).
      The
      Company possesses and is in compliance with all permits or licenses required
      by
      Law in connection with the operation of its business or the ownership, use
      or
      operation of its property and assets. The Company has conducted and currently
      conducts its business and the ownership, use and operation of its property
      and
      assets in compliance with all Laws. No
      notice,
      citation, summons or order has been issued, no complaint has been filed, no
      penalty has been assessed and no investigation, review, charge or proceeding
      is
      pending or threatened, nor does there exist any basis for any of the foregoing,
      with respect to any actual or alleged violation of any applicable Law by the
      Company or otherwise related to the ownership, use or operation of the Company’s
      property or assets or the consummation of the transactions contemplated hereby.
      

    


    3.11 Compliance
      with Laws (Seller). Seller
      possesses and is in compliance with all permits or licenses required by Law
      in
      connection with the operation of its business or the ownership, use or operation
      of its property and assets, the noncompliance with which would have a material
      adverse effect upon Seller. Seller has conducted and currently conducts its
      business and the ownership, use and operation of its property and assets in
      compliance with all Laws, the noncompliance with which would have a material
      adverse effect upon Seller. No notice, citation, summons or order has been
      issued, no complaint has been filed, no penalty has been assessed and no
      investigation, review, charge or proceeding is pending or, to the knowledge
      of
      Seller, threatened, nor to the knowledge of Seller, does there exist any basis
      for any of the foregoing, with respect to any actual or alleged violation of
      any
      applicable Law by Seller, in each case which would be reasonably expected to
      have a material adverse effect upon Seller or the consummation by Seller of
      the
      transactions contemplated hereby

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    3.12 Litigation
      and Claims.
      There
      is no action, suit, grievance, claim, investigation, litigation or proceeding
      pending or threatened by any Person relating to the Company, its business,
      any
      of its property or assets, or otherwise related to the ability of Seller or
      the
      Company to consummate the transactions contemplated hereby, nor is there any
      basis for any of the foregoing. There are no outstanding judgments, decrees,
      awards or orders against the Company, its business, any of its property or
      assets or otherwise related to the ability of Seller or the Company to
      consummate the transactions contemplated hereby. There is no action, suit,
      grievance, claim, investigation, litigation or proceeding pending or, to the
      knowledge of Seller, threatened by any Person relating to the Seller, its
      business, any of its property or assets, which will adversely affect or
      interfere with the ability of Seller to consummate the transactions contemplated
      hereby, nor is there any basis for any of the foregoing. There are no
      outstanding judgments, decrees, awards or orders against Seller, its business,
      or any of its property or assets which relates to Seller’s ability to consummate
      the transactions contemplated hereby. 

    


    3.13 Employees;
      Benefit Plans.
      At no
      time prior to the Closing has the Company had any employees, nor has the Company
      participated in, sponsored or otherwise offered any benefits, benefit plans
      or
      benefit programs to any employees or other Persons. 

    


    3.14 No
      Implied Representations.
      Except
      as expressly set forth herein or in the Restated Operating Agreement, Seller
      makes no representations or warranties of any kind to Purchaser or the Company.
      

    


    3.15 Brokers
      or Finders.
      None of
      Seller, the Company or any of their affiliates have engaged or otherwise dealt
      with any broker, finder or other Person in connection with this Agreement or
      the
      transactions contemplated hereby that will result in or has resulted in
      Purchaser becoming liable for any commission, fee, or similar payment for
      arranging the transactions contemplated hereby or introducing the Parties to
      each other.

    


    3.16 Full
      Disclosure.
      No
      representation or warranty made by Seller or the Company in this Agreement,
      in
      any Seller Document or in the Restated Operating Agreement, and no written
      statement contained in any exhibit, certificate or schedule delivered by Seller
      or the Company to Purchaser at the Closing, contains any materially untrue
      statement of a material fact or omits to state a material fact necessary to
      make
      the statements contained herein and therein, in light of the circumstances
      in
      which they are made, not misleading. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      IV

    REPRESENTATIONS
      AND 

    WARRANTIES
      OF PURCHASER

    


    Purchaser
      hereby represents and warrants to Seller as follows:

    


    4.1 Organization
      and Good Standing. Purchaser
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Kansas, and has all requisite power and authority to own, lease and
      operate its properties and assets as now owned, leased and operated and to
      carry
      on its business as and where presently conducted. Purchaser is qualified or
      licensed to do business and in good standing in each jurisdiction where
      required.

    


    4.2 Authorization
      and Enforceability.
      Purchaser has the full power and authority to make, execute, deliver and perform
      this Agreement, the Purchase Documents and the Restated Operating Agreement,
      and
      to consummate the transactions contemplated hereby and thereby. The execution,
      delivery and performance of this Agreement, the Purchase Documents and the
      Restated Operating Agreement, and the consummation of the transactions
      contemplated hereby and thereby, by Purchaser have been duly authorized, duly
      executed and delivered by Purchaser, and this Agreement, the Purchase Documents
      and the Restated Operating Agreement constitute legal, valid and binding
      obligations of Purchaser, enforceable against Purchaser in accordance with
      their
      terms, except to the extent that enforcement may be affected by Laws relating
      to
      bankruptcy, reorganization, insolvency and creditors’ rights and by the
      availability of injunctive relief, specific performance and other equitable
      remedies.

    


    4.3 No
      Violation. The
      execution, delivery and performance of this Agreement, the Purchase Documents
      and the Restated Operating Agreement do not, and the consummation of the
      transactions contemplated hereby and thereby will not, violate, conflict with
      or
      result in a default under (a) any of the organizational documents of Purchaser,
      (b) any resolution of the governing body or stockholders of Purchaser, (c)
      any
      right or interest in favor of any other Person, (d) any agreement, contract,
      instrument, commitment or understanding to which Purchaser is a party or by
      which any of its assets may be bound or affected, (e) any judgment, decree
      or
      order of any court, arbiter, or Governmental Authority, or (f) any applicable
      Law.

    


    4.4 Consents.
      Except
      for the Embraer Consent and the Assignment Document, no consent, approval or
      authorization of, registration or filing with, or notice to, any Person is
      required by Purchaser in connection with (a) the execution and delivery of
      this
      Agreement, the Purchase Documents or the Restated Operating Agreement, or (b)
      the consummation and performance by Purchaser of the transactions contemplated
      hereby or thereby. 

    


    4.5 Litigation
      and Claims.
      There
      is no action, suit, grievance, claim, investigation, litigation or proceeding
      pending or, to the knowledge of Purchaser, threatened by any Person relating
      to
      the Purchaser, its business, any of its property or assets, which will adversely
      affect or interfere with Purchaser’s ability to consummate of the transactions
      contemplated hereby, nor is there any basis for any of the foregoing. There
      are
      no outstanding judgments, decrees, awards or orders against Purchaser, its
      business, or any of its property or assets which relates to Purchaser’s ability
      to consummate the transactions contemplated hereby.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    4.6 Compliance
      with Laws.
      Purchaser possesses and is in compliance with all permits or licenses required
      by Law in connection with the operation of its business or the ownership, use
      or
      operation of its property and assets, the noncompliance with which would have
      a
      material adverse effect upon Purchaser. Purchaser has conducted and currently
      conducts its business and the ownership, use and operation of its property
      and
      assets in compliance with all Laws, the noncompliance with which would have
      a
      material adverse effect upon Purchaser. No notice, citation, summons or order
      has been issued, no complaint has been filed, no penalty has been assessed
      and
      no investigation, review, charge or proceeding is pending or, to the knowledge
      of Purchaser, threatened, nor to the knowledge of Purchaser, does there exist
      any basis for any of the foregoing, with respect to any actual or alleged
      violation of any applicable Law by Purchaser, in each case which would be
      reasonably expected to have a material adverse effect upon Purchaser or the
      consummation by Purchaser of the transactions contemplated hereby. 

    


    4.7 No
      Implied Representations.
      Except
      as expressly set forth herein or in the Restated Operating Agreement, Purchaser
      makes no representations or warranties of any kind to Seller or the Company.
      

    


    4.8 Brokers
      or Finders.
      None of
      Purchaser nor any of its affiliates have engaged or otherwise dealt with any
      broker, finder or other Person in connection with this Agreement or the
      transactions contemplated hereby that will result in or has resulted in Seller
      or the Company becoming liable for any commission, fee, or similar payment
      for
      arranging the transactions contemplated hereby or introducing the Parties to
      each other.

    


    4.9 Full
      Disclosure.
      No
      representation or warranty made by Purchaser in this Agreement, in any Purchaser
      Document or in the Restated Operating Agreement, and no written statement
      contained in any exhibit, certificate or schedule delivered by Purchaser to
      Seller or the Company at the Closing, contains any materially untrue statement
      of a material fact or omits to state a material fact necessary to make the
      statements contained herein and therein, in light of the circumstances in which
      they are made, not misleading.

    


    ARTICLE
      V

    CERTAIN
      COVENANTS

    


    5.1 Confidentiality.
      Subject
      to the provisions of Section 5.2 below, Seller and Purchaser shall keep
      confidential and not use, and shall cause their affiliates to keep confidential
      and not use, any and all information disclosed to such Party in connection
      with
      the transactions contemplated hereby which relates to the other Party’s
      property, assets, financial condition or business, except as specifically,
      and
      only to the extent, required by applicable Law or administrative or legal
      process, or
      to the
      extent such information has become publicly available;
      it
      being understood that each Party will notify the other Party in writing at
      least
      five business days (to the extent possible) prior to any proposed disclosure
      of
      such information in order to enable such other Party to seek an appropriate
      protective order.

     

    5.2 Press
      Release; Securities and Exchange Commission Filings.
      The
      Parties shall mutually agree upon any press release or other publicity
      concerning this Agreement or the transactions contemplated hereby; provided
      that
      the foregoing shall not prohibit Seller from making any required disclosure
      to
      or filing with the Securities and Exchange Commission. In the event that Embraer
      terminates the Purchase Documents solely due to the failure by Seller to comply
      with its obligations in Section 11 of the Assignment Document, the Purchase
      Price shall be reimbursed to Purchaser. In the event that Embraer terminates
      the
      Purchase Documents solely due to the failure by Purchaser to comply with its
      obligations in Section 11 of the Assignment Document, the Purchase Price paid
      to
      Seller shall be forfeited by Purchaser. This
      provision shall survive closing and execution and delivery of the Restated
      Operating Agreement.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    5.3 Further
      Assurances.
      The
      Parties shall execute such further documents and perform such further acts
      as
      may be necessary to fully comply with the terms of this Agreement and to
      consummate the transactions contemplated hereby.

    


    ARTICLE
      VI

    CONDUCT
      PRIOR TO CLOSING

    


    6.1 General.
      The
      Parties have the rights and obligations with respect to the period between
      the
      date hereof and the Closing set forth below in this ARTICLE VI.

    


    6.2 Seller
      and Company Obligations.
      Except
      as otherwise expressly provided herein, Seller and Company shall (a) give to
      Purchaser all information regarding the Company or, as it relates to the Embraer
      Contracts and the transactions contemplated by this Agreement, the Seller,
      as
      Purchaser may reasonably request, (b) cause the Company to not carry on any
      business, acquire any assets or incur any liabilities, except for the Embraer
      Contracts as contemplated herein (c) obtain all consents, assignments,
      authorizations and approvals necessary for Seller and the Company to consummate
      in full the transactions contemplated by this Agreement, (d) cause the Company
      to not amend its organizational documents or make any change in its authorized
      or issued membership interests; and (e) cause the Company to not sell, transfer
      or otherwise dispose of any property. Furthermore, neither Seller nor the
      Company shall take or omit to take any action that would cause any of the
      representations or warranties of Seller and/or the Company set forth herein
      to
      be inaccurate. 

    


    6.3 Purchaser’s
      Obligations.
      Purchaser (a) shall obtain all consents, assignments, authorizations and
      approvals necessary for Purchaser to consummate in full the transactions
      contemplated by this Agreement, and (b) shall not take or omit to take any
      action that would cause any of the representations or warranties of Purchaser
      set forth herein to be inaccurate.

    


    6.4 Joint
      Obligations.

    


    (a) Each
      of
      the Parties shall use all commercially reasonable efforts to take, or cause
      to
      be taken, all actions and to do, or cause to be done, all things necessary,
      proper or advisable to consummate the transactions contemplated hereby as soon
      as practicable; and 

    


    (b) Upon
      knowledge, each Party shall promptly give the other Parties written notice
      of
      the existence or occurrence of any condition (i) which would make any
      representation or warranty set forth herein of such Party untrue, or (ii) which
      might reasonably be expected to prevent the timely consummation of the
      transactions contemplated hereby.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

    


    7.1 Conditions
      to the Obligations of Seller and the Company.
      The
      obligations of Seller and the Company to close the transactions contemplated
      hereby are subject to the fulfillment of all of the following conditions as
      of
      the Closing:

    


    (a) The
      representations and warranties of Purchaser in this Agreement shall be true
      and
      correct in all material respects as if originally made on and as of the Closing;
      

    


    (b) All
      material obligations of Purchaser to be performed hereunder (including those
      set
      forth in Section 2.5(b)) through, and including as part of, the Closing shall
      have been performed and complied with; and 

    


    (c) Purchaser
      shall have obtained all of the material consents, assignments, authorizations
      and approvals necessary for Purchaser to consummate in full the transactions
      contemplated by this Agreement, each of which shall be in form and substance
      acceptable to Seller.

    


    7.2
       Conditions
      to the Obligations of Purchaser.
      The
      obligation of Purchaser to close the transactions contemplated hereby is subject
      to the fulfillment of all of the following conditions as of the
      Closing:

    


    (a) The
      representations and warranties of Seller and/or the Company in this Agreement
      shall be true and correct in all material respects as if originally made on
      and
      as of the Closing; 

    


    (b) All
      material obligations of Seller and the Company to be performed hereunder
      (including those set forth in Section 2.5(a)) through, and including as part
      of,
      the Closing shall have been performed and complied with; and 

    


    (c) Seller
      and the Company shall have obtained all of the material consents, assignments,
      authorizations and approvals (including the Embraer Consent and the Assignment
      Document) necessary for Seller to consummate in full the transactions
      contemplated by this Agreement, each of which shall be in form and substance
      acceptable to Purchaser.

    


    ARTICLE
      VIII

    INDEMNIFICATION

    


    8.1 Indemnification.
      The
      Parties agree as follows:

    


    (a) Seller
      and Company shall, jointly and severally, indemnify, defend, protect and hold
      harmless Purchaser and its shareholders, directors, officers and affiliates
      from
      and against any and all Damages arising out of, resulting from or related to
      (i) any misrepresentation or any breach, violation or non-compliance with
      respect to any representation, warranty, covenant, agreement or obligation
      of
      Seller or the Company in this Agreement, in the Restated Operating Agreement
      or
      in any Seller Document; (ii) any liability or obligation of Seller, and (iii)
      except as expressly assumed by Purchaser pursuant to the terms and conditions
      of
      this Agreement or the Restated Operating Agreement, any liability or obligation
      of the Company arising prior to the Closing (including any liability related
      to
      the ownership, use or operation of the business, property or assets of the
      Company); provided,
      however,
      in each
      case, no property of the Company allocated to, constituting all or a portion
      of,
      or otherwise related or attributable to, Purchaser’s membership interest in the
      Company under the Restated Operating Agreement or otherwise shall be used in
      any
      way to satisfy the indemnification obligations of Seller and/or the Company
      under this Section 8.1(a). By way of example, and not by way of limitation,
      Seller shall have no right to contribution from the Company under this Section
      8.1(a) or otherwise out of the property allocated to Purchaser’s membership
      interest under the Restated Operating Agreement. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    (b) Purchaser
      shall indemnify, defend, protect and hold harmless Seller and its stockholders,
      directors, officers and other affiliates from and against any and all Damages
      arising out of, resulting from or related to (i) any misrepresentation or
      any breach, violation or non-compliance with respect to any representation,
      warranty, covenant, agreement or obligation of Purchaser in this Agreement
      or in
      any Purchaser Document; (ii) any liability or obligation of Purchaser, and
      (iii)
      except as expressly retained or assumed by
      Seller
      pursuant to the terms and conditions of this Agreement or the Restated Operating
      Agreement, any liability or obligation of the Company arising subsequent to
      the
      Closing (including any liability related to the ownership, use or operation
      of
      the business, property or assets of the Company); provided,
      however,
      in each
      case, no property of the Company allocated to, constituting all or a portion
      of,
      or otherwise related or attributable to, Seller’s membership interest in the
      Company under the Restated Operating Agreement or otherwise shall be used in
      any
      way to satisfy the indemnification obligations of Purchaser under this Section
      8.1(b). By way of example, and not by way of limitation, Purchaser shall have
      no
      right to contribution from the Company under this Section 8.1(b) or otherwise
      out of the property allocated to Seller’s membership interest under the Restated
      Operating Agreement. 

    


    (c) For
      purposes of this Agreement, “Damages”
shall
      mean any and all losses, liabilities, damages, governmental penalties,
      obligations, awards, fines, deficiencies, and interest, and any actions,
      demands, claims, proceedings, judgments, costs, expenses, fees and costs and
      expenses to mitigate or otherwise reduce or eliminate any loss or expense
      (including reasonable attorneys’ fees, court costs and all other reasonable
      expenses incurred in investigating, preparing or defending any litigation or
      proceeding, commenced or threatened) resulting from, arising out of or incident
      to (i) any of the foregoing indemnifiable items in Sections 8.1(a) and 8.1(b),
      or (ii) incident to the enforcement of this Agreement.

    


    ARTICLE
      IX

    TERMINATION

    


    9.1 Right
      to Terminate.
      Anything
      to the contrary herein notwithstanding, this Agreement and the transactions
      contemplated hereby may be terminated prior to the Closing:

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (a)
       by
      the
      mutual written consent of Seller and Purchaser; or 

    


    (b) by
      prompt
      notice given in accordance with Section 10.1, by either Purchaser or Seller,
      if
      the Closing shall not have occurred by 11:59 p.m. on June 20, 2008; provided,
      however, the right to terminate this Agreement under this Section 9.1 (b) shall
      not be available to any Party whose failure to fulfill any of its obligations
      under this Agreement has been the cause of or resulted in the failure of the
      Closing to occur.

    


    Upon
      any
      such termination, the Deposit shall be returned to Purchaser by the Escrow
      Agent, and Seller shall, within two (2) business days, pay and reimburse
      Purchaser the Aircraft Advance Deposit, unless such failure of the Closing
      to
      occur by June 20, 2008 is due to the failure of Purchaser to fulfill its
      obligations under this Agreement. For clarification, should any of the
      conditions to Purchaser’s obligations as set forth in Section 7.2 not be
      satisfied on or prior to June 20, 2008, then this Agreement and the transactions
      contemplated hereby may be terminated by Purchaser, in which event the Deposit
      shall be returned to Purchaser by the Escrow Agent, and Seller shall, within
      two
      (2) business days, pay and reimburse Purchaser the Aircraft Advance Deposit.
      In
      the event that Purchaser is required to take legal action to obtain return
      of
      the Deposit and/or reimbursement of the Aircraft Advance Deposit, then in
      addition to all other rights and remedies, Purchaser may recover from Seller
      and
      Company and Seller and Company shall jointly and severally pay Purchaser all
      reasonable attorney fees, court costs and other costs of collection incurred
      in
      obtaining return of the Deposit and reimbursement from Seller of the Aircraft
      Advance Deposit, plus interest on the outstanding unpaid balance at the rate
      of
      one and one-half percent (11⁄2%) per month. 

    


    ARTICLE
      X

    MISCELLANEOUS

    


    10.1 Notices.
      Any
      notice given hereunder shall be in writing and deemed given (a) immediately
      upon
      being personally delivered or transmitted by facsimile, telecopy or other
      electronic transmission (if a written copy is also sent no later than the next
      business day otherwise in accordance with this Section 10.1), (b) three days
      after being deposited in the United States mail, postage prepaid, sent certified
      or registered with return receipt requested, or (c) by Federal Express, UPS
      or
      another nationally recognized overnight courier, and addressed as
      follows:

    


    If
      to
      Purchaser:

    Executive
      AirShare Corporation 

    Attn:
      Robert D. Taylor, Chairman and CEO

    150
      Richards Road, Suite 103

    Kansas
      City, MO 64116-4270

    Fax:
      (816) 221-7270

    E-mail:
      btaylor@execairshare.com

    


    With
      a
      copy to:

    


    Robert
      D.
      Taylor

    3040
      W.
      68 

    Mission
      Hills, KS 66208

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    And
      a
      copy to:

    


    David
      C.
      Agee, Esq.

    Husch
      Blackwell Sanders LLP

    901
      St.
      Louis, Ste. 1900

    Springfield
      MO 65806

    Fax:
      (417) 268-4090

    Tel:
      (417) 268-4066

    E-mail:
      david.agee@huschblackwell.com

    


    If
      to
      Seller: 

    Avantair,
      Inc. 

    Attn:
      Tom
      F. Palmiero

    4311
      General Howard Drive

    Clearwater,
      FL 33762

    Fax:727-418-8628

    E-mail:tpalmiero@avantair.com

    


    10.2 Other.
      Any Schedules and Exhibits referred to in and attached to this Agreement are
      incorporated herein by reference. No Party may assign this Agreement without
      the
      consent of the other Parties. This Agreement shall be governed by and construed
      and enforced in accordance with the internal laws of the State of Delaware
      (without reference to any conflict of law provisions). This
      Agreement,
      together with the exhibits, schedules and other agreements, certificates and
      documents referenced herein or to be delivered in connection herewith,
      constitute the entire understanding of the Parties hereto, and supersedes any
      prior agreements or understandings, written or oral, between the Parties with
      respect to the subject matter hereof. This
      Agreement
      may not
      be amended except pursuant to a writing signed by all Parties. The failure
      of
      either party to enforce at any time any provision of this Agreement shall not
      be
      construed to be a waiver of such provision or of any other provision. The
      Parties shall be entitled to an injunction to prevent a breach of this Agreement
      and to enforce specifically the terms and provisions of this Agreement, this
      being in addition to any other remedy to which any such Party may be entitled
      to
      at law or in equity. In the event any provision of this Agreement is held
      invalid, illegal or unenforceable, in whole or in part, the remaining provisions
      of this Agreement shall not be affected thereby and shall continue to be valid
      and enforceable, and, if, for any reason, a court or other applicable arbiter
      finds that any provision of this Agreement is invalid, illegal or unenforceable
      as written, but that by limiting such provision it would become valid, legal
      and
      enforceable, then such provision shall be deemed to be written, and shall be
      construed and enforced, as so limited.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but which together shall constitute one and the same
      instrument. 

    


    [Signature
      Page Following]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Membership Interest
      Purchase Agreement to be executed effective as of the date first written
      above.

    
      	 	 
	 	 
	 	
              EXECUTIVE
                AIRSHARE CORPORATION

            
	 	 
	 	 	 	 
	 	
              By:

            	 	
              /s/
                Robert D. Taylor

            
	 	
              Name:

            	 	
              Robert
                D. Taylor

            
	 	
              Title:

            	 	
              Chairman
                and Chief Executive Officer

            
	 	 
	 	
              AVANTAIR,
                INC.

            
	 	 
	 	 	 	 
	 	
              By:

            	 	
              /s/
                Steven F. Santo

            
	 	
              Name:

            	 	
              Steven
                F. Santo

            
	 	
              Title:

            	 	
              Chief
                Executive Officer

            
	 	 	 	 
	 	
              SHARE
                100 HOLDING CO., LLC 

            
	 	 
	 	 	 	 
	 	
              By:

            	 	
              /s/
                Robert D. Taylor

            
	 	
              Name:

            	 	
              Robert
                D. Taylor

            
	 	
              Title:

            	 	
              Chairman
                and Chief Executive Officer of Managing Member, Executive AirShare
                Corporation

            


    

     

    
      
        
        

      

      
        17