0000950136-07-006997 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2007 • BBGP Aircraft Holdings Ltd. • Services-miscellaneous equipment rental & leasing • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2007, is entered into by and among Babcock & Brown Air Limited, a Bermuda exempted company (including its successors, the “Company”), and each of the shareholders of the Company that is listed in the signature pages hereof (each, a “Principal Investor”).

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PRIVATE PLACEMENT AGREEMENT
Private Placement Agreement • October 12th, 2007 • BBGP Aircraft Holdings Ltd. • Services-miscellaneous equipment rental & leasing • New York

PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and each of the persons named in the signature pages hereof (each, a “Principal Investor”).

PLEDGE AND SECURITY AGREEMENT Dated as of October 2, 2007 between BBGP AIRCRAFT HOLDINGS LIMITED as Borrower and BABCOCK & BROWN AIR LIMITED as Lender
Pledge and Security Agreement • October 12th, 2007 • BBGP Aircraft Holdings Ltd. • Services-miscellaneous equipment rental & leasing • New York
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