Unassociated Document


    Exhibit
      4.2

    


    AMENDMENT
      NO. 1 TO THE WARRANT AGREEMENT

    


    This
      Amendment, dated as of November 14, 2008 (“Amendment”), is to the Warrant
      Agreement, dated as of February 24, 2005 (“Warrant Agreement”), by and between
      Ardent Acquisition Corporation, a Delaware corporation (presently known as
      Avantair, Inc., the “Company”), and Continental Stock Transfer & Trust
      Company, a New York corporation (“Warrant Agent”).

    


    WHEREAS,
      the Company consummated its initial public offering in March 2005, pursuant
      to
      which the Company issued, giving effect to the exercise of the overallotment
      option, 6,900,000 units, each unit consisting of one share of common stock,
      par
      value $.0001 per share (“Common Stock”) and two warrants, each to purchase one
      share of Common Stock for an exercise price of $5.00 per share
      (“Warrants”);

    


    WHEREAS,
      the terms of the Warrants are governed by the Warrant Agreement;
      and

    


    WHEREAS,
      the Company seeks to institute a warrant retirement program, whereby the holders
      of the Warrants will be offered the opportunity to exercise the Warrants on
      amended terms, in order to raise capital through the issuance of the Company’s
      common stock upon any cash exercises of the Warrants and to eliminate or reduce
      the number of outstanding Warrants;

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      to amend the Warrant Agreement as set forth herein.

    


    1. Warrant
      Agreement.

    


    1.1 The
      Warrant Agreement is hereby amended by adding the following after the first
      sentence of Section 3.1:

    


    “Notwithstanding
      the foregoing, for the period of time during which the Company holds open a
      tender offer for the Public Warrants pursuant to a Tender Offer Statement on
      Schedule TO filed with the Securities and Exchange Commission on or about
      November 14, 2008 (“Special Exercise Period”), each Public Warrant shall, when
      countersigned by the Warrant Agent, entitle the registered holder thereof,
      subject to the provisions of such Public Warrant and of this Warrant Agreement,
      to purchase from the Company the number of shares of Common Stock stated
      therein, at the price of $2.75 per whole share.”

    


    1.2 The
      Warrant Agreement is hereby amended by replacing Section 3.3.1 so that it reads
      in full as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “3.3.1 PAYMENT.
      Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,
      when countersigned by the Warrant Agent, may be exercised by the registered
      holder thereof by:

    


    “(i) surrendering
      the Warrant, at the office of the Warrant Agent, or at the office of its
      successor as Warrant Agent, in the Borough of Manhattan, City and State of
      New
      York, with the subscription form, as set forth in the Warrant, duly executed,
      and by paying in full, in lawful money of the United States, in cash, good
      certified check or good bank draft payable to the order of the Company or,
      during the Special Exercise Period, to the order of the Warrant Agent (or as
      otherwise agreed to by the Company), the Warrant Price, as applicable at the
      time the Warrant is surrendered, for each full share of Common Stock as to
      which
      the Warrant is exercised and any and all applicable taxes due in connection
      with
      the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
      and the issuance of the Common Stock; or

    


    “(ii) in
      the
      case of Public Warrants, surrendering the Public Warrant, at the office of
      the
      Warrant Agent, or at the office of its successor as Warrant Agent, in the
      Borough of Manhattan, City and State of New York, with the subscription form,
      as
      set forth in the Warrant, duly executed, without any cash payment, for one-tenth
      of one share of Common Stock; provided,
      however,
      that
      Public Warrants may only be exercised according to this Paragraph (ii) during
      the Special Exercise Period; provided further,
      however,
      that
      the Public Warrants surrendered according to this Paragraph (ii) shall be
      surrendered in lots of ten and no fractional shares of Common Stock shall be
      issued, or cash paid, by the Company for any odd lot of less than ten Public
      Warrants; provided further,
      however,
      that
      the number of Public Warrants surrendered according to this Paragraph (ii)
      may
      be no more than the product of (a) ten, multiplied by (b) the number of Public
      Warrants surrendered in accordance with Paragraph (i) of this Section 3.3.1
      during the Special Exercise Period.”

    


    2. Miscellaneous.

    


    2.1 Governing
      Law.
      The
      validity, interpretation, and performance of this Amendment and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflicts of law principles that would result in the
      application of the substantive laws of another jurisdiction. The Company hereby
      agrees that any action, proceeding or claim against it arising out of or
      relating in any way to this Amendment shall be brought and enforced in the
      courts of the State of New York or the United States District Court for the
      Southern District of New York, and irrevocably submits to such jurisdiction,
      which jurisdiction shall be exclusive. The Company hereby waives any objection
      to such exclusive jurisdiction and that such courts represent an inconvenient
      forum. Any such process or summons to be served upon the Company may be served
      by transmitting a copy thereof by registered or certified mail, return receipt
      requested, postage prepaid, addressed to it at the address set forth in Section
      9.2 of the Warrant Agreement. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or
      claim.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Binding
      Effect.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.

    


    (c) Entire
      Agreement.
      This
      Amendment sets forth the entire agreement and understanding between the parties
      as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among them.
      Except as set forth in this Amendment, provisions of the Warrant Agreement
      which
      are not inconsistent with this Amendment shall remain in full force and effect.
      This Amendment may be executed in counterparts.

    


    (d) Severability.
      This
      Amendment shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Amendment or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as part of this Amendment a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible and be
      valid
      and enforceable. 

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      date
      first written above.

     

    
      	
              AVANTAIR,
                INC.

            
	 	 
	
              By:

            	/s/
              Steven Santo
	 	
              Steven
                Santo, Chief Executive Officer

            
	 	 
	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	
              By:

            	/s/
              Frank DiPaolo  
	 	
              Frank
                DiPaolo, Chief Financial Officer