Exhibit
2.7


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:
  1.
              The
      August 31, 2009 date referenced in Section 2.1 of the Agreement as amended
      by Amendments No. 1 and No. 2 is hereby changed to October 15,
      2009.
  2.
              The
      Company shall use its commercially reasonable efforts to cause an
      extension of the existing Escrow Agreement with Continental Stock Transfer
      & Trust Company, dated as of June 30, 2009, as amended, to effect the
      intent of Section 1 hereof.
  3.
              Except
      as set forth above and as necessary to effect the foregoing, the Agreement
      remains unmodified and in force in all
respects.
  4.
              All
      questions concerning the construction, validity, enforcement and
      interpretation of this Amendment shall be governed by and construed and
      enforced in accordance with the internal laws of the State of New York,
      without regard to the principles of conflicts of law
    thereof.
  5.
              This
      Amendment may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts, each of which when so
      executed and delivered shall be an original, but all of which shall
      together constitute one and the same instrument.  In the event
      that any signature is delivered by facsimile transmission or by e-mail
      delivery of a “.pdf” format data file, such signature shall create a valid
      and binding obligation of the party executing (or on whose behalf such
      signature is executed) with the same force and effect as if such facsimile
      or “.pdf” signature page were an original
  thereof.
   
 
 IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective
authorized signatories as of the date first indicated above.
  
 AVANTAIR,
INC.
 
 
 By:/s/ Kevin
Beitzel
 Name:
Kevin Beitzel
 Title:
Chief Operating Officer
 
 
 DALEWOOD
ASSOCIATES LP
 
 
 By:/s/ Steven
Levine
 Name:
Steven Levine
 Title:
Managing Director
 
 
 BRMR,
LLC
 
 
 By:/s/ Barry
Rubenstein
 Name:
Barry Rubenstein
 Title:
Chief Executive Officer
 
 
 /s/ David
Nussbaum
 DAVID
NUSSBAUM
 
 
 /s/ Steven
Levine
 STEVEN
LEVINE
 
 
 /s/ A. Clinton
Allen
 A.
CLINTON ALLEN
 
 
 
 /s/ Lawson P.
Allen
 LAWSON
P. ALLEN
 
 
  
  [POST-INITIAL
CLOSING PURCHASER SIGNATURE PAGE]
 
 IN
WITNESS WHEREOF, the undersigned have caused this Amendment to the Agreement to
be duly executed by their respective authorized signatories as of the date first
indicated above.  This undersigned signature below also constitutes
its, his or her signature page to the Agreement.
  Name of
Purchaser: ________________________________________________________
  Signature of Authorized Signatory of
Purchaser: __________________________________
  Name of
Authorized Signatory:
____________________________________________________
  Title of
Authorized Signatory:
_____________________________________________________
  Email
Address of Authorized Signatory:
______________________________________________
  Facsimile
Number of Authorized Signatory:
_____________________________________________
  Address
for Notice of Purchaser:
 
 
 
 
 Address
for Delivery of Securities for Purchaser (if not same as address for
notice):
 
 
 
 
 
 Subscription
Amount: $_________________
 
 Units:
_______________________
 
 
 EIN
Number:  ______________________________