INVESTORS? RIGHTS AGREEMENT

THIS INVESTORS’ RIGHTS AGREEMENT , dated as of April 17, 2007 (as amended, modified or waived from time to time in accordance herewith, this “ Agreement ”), is among (a) AEROCENTURY CORP., a Delaware corporation (the “ Company ”), (b) each of the Investors named on the signature pages hereto (the “ Initial   Investors ”), and (c) each other Person who becomes an Investor hereunder.

WHEREAS , the Company has entered into a Securities Purchase Agreement, dated as of April 17, 2007 (as amended, modified or waived from time to time in accordance therewith, the “ Securities   Purchase   Agreement ”), with each of its Initial Investors, pursuant to which the Company has issued to each of the Initial Investors certain Senior Subordinated Notes and certain Common Stock Purchase Warrants (the “ Original   Warrants ”); and

WHEREAS , in connection with, and as a condition precedent to the effectiveness of, the transactions contemplated by the Securities Purchase Agreement, the parties hereto wish to set forth their relative rights with regard to pre-emptive rights upon certain issuances of the Company’s securities, and registration rights with respect to the Company’s warrants and the shares of capital stock issuable upon exercise of such warrants;

NOW, THEREFORE , the parties to this Agreement hereby agree as follows:

1.    DEFINITIONS. Unless otherwise defined herein, all capitalized terms defined in the Securities Purchase Agreement shall have the same meanings herein as thereon. For all purposes of this Agreement, the following terms shall have the meanings set forth below:

Agreement . See preamble.

Board means the Board of Directors of the Company.

Charter means the Company's Certificate of Incorporation, as amended and in effect.

Common   Stock means (a) the Company’s Common Stock, $0.01 par value per share, and (b) any shares of any other class of capital stock of the Company hereafter issued which are (i) not preferred as to dividends or assets over any class of stock of the Company, (ii) not subject to redemption pursuant to the terms thereof, or (iii) issued to the holders of shares of Common Stock upon any reclassification thereof.

Company . See preamble.

Demand Registration . See Section 4.1(a)(i).

Excluded Registrations . See Section 4.2(a)(i).

Form S-1 . See Section 4.1(b)(i).

Holder means any registered holder of Investor Securities.

Indemnified Party . See Section 4.7(c)

Indemnifying Party . See Section 4.7(c).

Initial Investor .   See preamble.

Investor means any Initial Investor for so long as such Person holds Investor Securities and any other Person to whom Investor Securities are transferred for so long as such Person holds any Investor Securities.

Investor   Securities means (a) the Original Warrants to purchase shares of Common Stock issued to the Investors pursuant to the Securities Purchase Agreement, and all Warrants subsequently issued upon transfer of such Warrants in accordance with their terms, (b) all shares of Common Stock issued or issuable upon exercise of such Warrants, and (c) all shares of the Company's capital stock issued with respect to such securities by way of stock dividend or stock split or in connection with any merger, consolidation, recapitalization or other reorganization affecting the Company's capital stock. Investor Securities will continue to be Investor Securities in the hands of any holder and each transferee thereof will succeed to the rights and obligations of a holder of Investor Securities hereunder, provided   that shares of Investor Securities will cease to be Investor Securities when transferred (i) to the Company, or (ii) pursuant to a Public Sale.

Lock-up Period . See Section 4.3(a).

Manager means any officer, employee or director of the Company or any of its Subsidiaries.

Material Transaction means any material transaction in which the Company or any of its Subsidiaries proposes to engage or is engaged, including a purchase or sale of assets or securities, financing, merger, consolidation or any other transactions that would require disclosure pursuant to the Exchange Act, and with respect to which the Company's board of directors has reasonably determined that compliance with this Agreement may be expected to either materially interfere with the Company's ability to consummate such transaction or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

Original Warrants . See recitals.

Piggyback Registration . See Section 4.2(a)(i).

Prospectus means the prospectus included in any Registration Statement, as amended or supplemented by any Prospectus supplement with respect to the terms of the offering of any portion of the Investor Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.

Public Sale means any sale of Common Stock or Warrants to the public pursuant to a public offering registered under the Securities Act or to the public through a broker or market-maker pursuant to the provisions of Rule 144 (or any successor rule) adopted under the Securities Act.

registered and registration means a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such Registration Statement.

Registration Expenses . See Section 4.6(a).

Registration Statement means any registration statement of the Company which covers any of the Investor Securities pursuant to the provisions of this Agreement including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

Rights Agreement means the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, dated as of April 8, 1998, and amended and restated as of January 22, 1999, as amended and in effect from time to time, and any successor agreement providing similar rights to the holders of Common Stock.

Rule 144 . See Section 4.9.

Securities Purchase Agreement . See recitals.

Stockholders means, collectively, the Investor and the Other Stockholders.

Stock   Options means any option to purchase Common Stock of the Company outstanding on the date hereof or issuable under any stock option plan of the Company in effect as of the date hereof, as more fully set forth on Schedule 5.19 to the Securities Purchase Agreement.

Underwriters’ Maximum Number means, for any Piggyback Registration, Demand Registration or other registration which is an underwritten registration, that number of securities to which such registration should, in the opinion of the managing underwriters of such registration in the light of marketing factors, be limited.

Warrants means the warrants for the purchase of shares of Common Stock issued pursuant to the Securities Purchase Agreement, including the Original Warrants and any warrants issued upon transfer of such warrants in accordance with their terms.

Warrant   Shares means shares of the Company’s Common Stock issued upon exercise of the Warrants.

2.    LEGEND. So long as any Securities are subject to the provisions hereof, all certificates or instruments representing Securities will have imprinted on them the following legend:

THESE SECURITIES HAVE THE BENEFITS OF AN INVESTORS’ RIGHTS AGREEMENT DATED AS OF APRIL 17, 2007, A COPY OF WHICH IS ON FILE IN THE ISSUER’S OFFICES. THE INVESTORS’ RIGHTS AGREEMENT CONTAINS, AMONG OTHER THINGS, REGISTRATION RIGHTS IN FAVOR OF THE HOLDER OF THESE SECURITIES.

3.    PRE-EMPTIVE RIGHTS.

3.1.    Pre-Emptive Rights . If the Company authorizes the issuance and sale of any class or series of capital stock or any securities convertible into or containing options or rights to acquire any shares of any class or series of capital stock (other than (i) as a dividend payable in shares of Common Stock on outstanding shares of Common Stock, (ii) the Warrants and the Stock Options and the issuance of Common Stock pursuant thereto, and (iii) so long as the Company has complied with and is in compliance with Section 5(f) of the Warrants, the Rights (as defined in the Rights Agreement) and shares of the Company’s Series A Preferred Stock issuable upon exercise of the Rights, pursuant to and in accordance with the terms and provisions of the Rights Agreement), the Company will first offer to sell to each Investor a pro rata portion of such securities equal to the percentage determined by dividing (a) the number of shares of Common Stock held by such Investor, assuming exercise in full of all other Warrants, Stock Options or other securities exercisable for or convertible to shares of Common Stock then held by such Investor, by (b) the number of shares of Common Stock then outstanding, assuming exercise in full of all other Warrants, Stock Options or other securities exercisable for or convertible to shares of Common Stock then outstanding. Each Investor will be entitled to purchase all or part of such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person.

3.2.    Stockholders’ Exercise of Right . Each Investor entitled to purchase securities under this Section 3 must exercise such Investor’s purchase rights hereunder within fifteen (15) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being offered, the purchase price thereof, the payment terms, and such Investor’s percentage allotment.

3.3.    Company’s Exercise of Right . Upon the expiration of the offering period described above, the Company will be free to sell such stock or securities which the Investors entitled to purchase such stock or securities have not elected to purchase during the 180 days following such expiration on terms and conditions no more favorable to the purchasers thereof, in the aggregate, than those offered to such Investors. Any such stock or securities offered or sold by the Company after such 180-day period must be re-offered to the Investors entitled to purchase such stock or securities pursuant to the terms of this Section 3.

4.    REGISTRATION RIGHTS.

4.1.    Demand Registration .

(a)   Request for Demand Registration .

(i)   Subject to the limitations contained in this Section 4, any Holder who holds, or any group of Holders who collectively hold, a majority of all Investor Securities may, pursuant to this subparagraph (i), at any time and from time to time, make a written request to the Company for the registration by the Company under the Securities Act of all or any part of the Investor Securities of such Holders (such registration being herein called a " Demand   Registration "); provided , however, that the aggregate offering price of the Investor Securities to be registered exceeds $500,000. Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all non-requesting Holders of Investor Securities.

(ii)   Subject to the limitations contained in this Section 4, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Investor Securities with respect to which the Company shall receive from the Holders thereof, within thirty (30) days after the date on which the Company shall have given to all such Holders a written notice of registration request pursuant to Section 4.1(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Investor Securities. All written requests made by Holders of Investor Securities pursuant to this subparagraph (ii) will specify the number of shares of Investor Securities to be registered.

(b)   Limitations on Demand Registration .

(i)   The Holders of Investor Securities will not be entitled to require the Company to effect (A) more than one (1) Demand Registration of the Warrants, (B) more than one (1) Demand Registration on Form S-1 (or any other comparable form adopted by the Commission) (“ Form S-1 ”) during any twelve-month period, and more than two (2) Demand Registrations on Form S-1 at any time, (C) more than three (3) “short form” Demand Registrations on Form S-2 or Form S-3 (or other comparable “short form” adopted by the Commission); or (D) more than (1) Demand Registration during any thirteen-month period.

(ii)   Any registration initiated by Holders of Investor Securities as a Demand Registration pursuant to Section 4.1(a) hereof shall not count as a Demand Registration for purposes of Section 4.1(b)(i) hereof (A) unless and until such registration shall have become effective and shall have been kept effective for the period required pursuant to Section 4.4(b) or (B) if Holders of a majority of the Investor Securities initially requested to be registered pursuant to such Demand Registration withdraw their request for a Demand Registration at any time because (1) such Holders reasonably believed that the Registration Statement or Prospectus contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, (2) such Holders notified the Company of such fact and requested the Company correct such alleged misstatement or omission and (3) the Company has refused to correct such alleged misstatement or omission.

(iii)   The Company shall not be obligated or required to effect the Demand Registration of any Investor Securities pursuant to Section 4.1(a) hereof during the period commencing on the date falling thirty (30) days prior to the Company's estimated date of filing of, and ending on the date one hundred eighty (180) days following the effective date of, any Registration Statement pertaining to any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders of Investor Securities for such Demand Registration pursuant to Section 4.1(a)(i) hereof shall have been received by the Company after the Company shall have given to all Holders of Investor Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided , however , that the Company will use its best efforts in good faith to cause any such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. All Holders agree to maintain the confidentiality of any notice stating that the Company is commencing an underwritten registration except that Holders may disclose such information on a confidential basis to their legal counsel and other advisors to the extent necessary to exercise their rights under this Agreement.

(iv)   Anything contained herein to the contrary notwithstanding, the Company may delay the filing or effectiveness of any Registration Statement under this Section 4 for a period of up to one hundred twenty (120) days after the date of a request for registration pursuant to this Section 4 if a Material Transaction exists at the time of such request.

(c)   Priority   on   Demand   Registrations . If the managing underwriters in any underwritten Demand Registration shall give written advice to the Company and the Holders of Investor Securities to be included in such registration of an Underwriters' Maximum Number, then: (i) the Company will be obligated and required to include in such registration that number of Investor Securities requested by the Holders thereof to be included in such registration which does not exceed the Underwriters' Maximum Number, and such number of Investor Securities shall be allocated pro rata based on the number of Investor Securities requested by such Holders to be included in such registration; (ii) if the Underwriters' Maximum Number exceeds the number of Investor Securities requested by the Holders thereof to be included in such registration, then the Company will be entitled to include in such registration that number of securities which shall have been requested by the Company be included in such registration for the account of the Company and which shall not be greater than such excess; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Investor Securities which the Company shall be required to include in such Demand Registration and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which Persons (other than the Holders of Investor Securities as such) shall have requested be included in such registration and which shall not be greater than such excess. The Company shall not be entitled to include any securities in any underwritten Demand Registration unless the Company shall have agreed in writing to sell such securities on the same terms and conditions as shall apply to the Investor Securities to be included in such Demand Registration.

(d)   Selection   of   Underwriters . The Holders of a majority of Investor Securities to be included in any Demand Registration shall determine whether or not such Demand Registration shall be underwritten and shall select the investment banker(s) and managing underwriter(s) to administer such offering, subject to the approval of the Company, not to be unreasonably withheld.

4.2.    Piggyback Registrations .

(a)   Rights to Piggyback .

(i)   If (and on each occasion that) the Company proposes to register any of its equity securities under the Securities Act (other than (A) a Demand Registration pursuant to Section 4.1(a)(i) hereof, which shall be governed by Section 4.1(a)(i) hereof and not this Section 4.2, (B) the registration of an offer, sale or other disposition of securities to employees of, or other persons providing services to, the Company, or any subsidiary pursuant to an employee or similar benefit plan, (C) pursuant to a registration statement on Form S-4 or any similar form, (D) in connection with a registration the primary purpose of which is to register debt securities, including convertible debt securities, or (E) relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule (collectively, “ Excluded   Registrations ”)), either for the Company's own account or for the account of any of its stockholders and the registration form to be used may also be used for the registration of Investor Securities (each such registration not withdrawn or abandoned prior to the effective date thereof being herein called a " Piggyback   Registration "), the Company will give written notice to all Holders of Investor Securities of such proposal not later than the earlier to occur of (A) the tenth day following the receipt by the Company of notice of exercise of any registration rights by any Persons, and (B) the thirtieth day prior to the anticipated filing date of such Piggyback Registration. The Company shall have the right to terminate or withdraw any registrations initiated by it under this Section 4.2(a)(i), whether or not any Holder has elected to include any Investor Securities in such registration.

(ii)   Subject to the provisions contained in paragraph (b) of this Section 4.2 and in the last sentence of this subparagraph (ii), (A) the Company will be obligated and required to include in each Piggyback Registration all Warrant Shares with respect to which the Company shall receive from Holders of Warrant Shares, within fifteen (15) days after the date on which the Company shall have given written notice of such Piggyback Registration to all Holders of Investor Securities pursuant to Section 4.2(a)(i) hereof, the written requests of such Holders for inclusion in such Piggyback Registration, and (B) subject to the Company’s unconditional right described in the last sentence of Section 4.2(a)(i) to terminate any registration initiated by it, the Company will use its best efforts in good faith to effect promptly the registration of all such Warrant Shares. The Holders of Warrant Shares shall be permitted to withdraw all or any part of their Warrant Shares from any Piggyback Registration at any time prior to the effective date of such Piggyback Registration unless such Holders of Investor Securities shall have entered into a written agreement with the Company's underwriters establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration.

(b)   Priority   on   Piggyback   Registrations . If a Piggyback Registration is an underwritten registration, and the managing underwriters shall give written advice to the Company of an Underwriters' Maximum Number, then: (i) the Company shall be entitled to include in such registration that number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters' Maximum Number; (ii) if the Underwriters' Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration that number of Investor Securities requested by the Holders thereof to be included in such registration and which does not exceed such excess and such Investor Securities shall be allocated pro rata among the Holders thereof on the basis of the number of Investor Securities requested to be included therein by each such Holder; and (iii) if the Underwriters' Maximum Number exceeds the sum of the number of Investor Securities which the Company shall be required to include in such registration pursuant to clause (ii) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of other securities which other Persons shall have requested be included in such registration and which shall not be greater than such excess.

(c)   Selection   of   Underwriters . In any Piggyback Registration, the Company shall (unless the Company shall otherwise agree) have the right to select the investment bankers and managing underwriters in such registration.

4.3.    Lock-up Agreements .

(a)   Restrictions   on   Public   Sale   by   Holders   of   Investor Securities . Each Holder of Investor Securities, if the Company or the managing underwriters so request in connection with any underwritten registration of the Company's securities, will not, except in connection with such underwritten registration, without the prior written consent of the Company or such underwriters, effect any Public Sale or other distribution of any equity securities of the Company, including any sale pursuant to Rule 144, during the period beginning on the date of such request from the Company or the managing underwriters, and ending on the 180th day after the effective date of the applicable registration statement (the “ Lock-Up Period ”), or, if required by the managing underwriters, such longer period of time as is necessary to enable such underwriters to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the last day of the Lock-Up Period, but in any event not to exceed two hundred ten (210) days following the effective date of the registration statement relating to such offering, and upon request by the managing underwriters will execute a lock-up agreement to that effect.

(b)   Restrictions   on   Public   Sale   by   the   Company . If the managing underwriters so request in connection with any underwritten registration of the Company’s securities, the Company will not effect any Public Sale or other distribution of its equity securities, or any sec