REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of ___________
__, 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 ”).
WHEREAS, the Company has filed a Registration Statement (File No. 333-__________) with the
Securities and Exchange Commission on Form F-1 (the “ IPO Registration Statement ”) in connection with the
initial public offering (the “ IPO ”) of American Depositary Shares (“ ADSs ”) representing its common shares (“
Common Shares ”);
WHEREAS, the Company and the Principal Investors have entered into a Private Placement
Agreement, dated as of _________ __, 2007 (the “ Private Placement Agreement ”);
WHEREAS, pursuant to the Private Placement Agreement, upon the closing of the transactions
contemplated by the Private Placement Agreement, each Principal Investor will subscribe for Common Shares in
the form of ADSs (the “ Shares ”) at a price per Share equal to the public offering price in the IPO;
WHEREAS, the Company has agreed to provide the Principal Investors with the registration rights
specified in this Agreement with respect to the Shares held by them or any of their permitted transferees, on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.1 Definitions . The following terms shall have the meanings set forth in this Section 1.1:
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal
statute, and the rules and regulations promulgated by the SEC thereunder.
“ Excluded Registration ”