REGISTRATION RIGHTS AGREEMENT



     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of March

26, 2007, is entered into by and between Limco-Piedmont Inc., a Delaware

corporation (including its successors, the "COMPANY"), and TAT Technologies

Ltd., a company organized under the laws of the State of Israel ("TAT").



                                    RECITALS



     WHEREAS, the Company has filed a Registration Statement with the Securities

and Exchange Commission on Form S-1 (the "REGISTRATION STATEMENT") in connection

with the initial public offering (the "IPO") of shares of its Common Stock, par

value $0.01 per share (the "COMMON STOCK"); and



     WHEREAS, the Company has agreed to provide TAT with the registration rights

specified in this Agreement following the IPO with respect to any shares of

Common Stock held by TAT or any other Holder 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:



                                    ARTICLE 1

                                   DEFINITIONS



     1.1 DEFINITIONS. The following terms shall have the meanings set forth in

this SECTION 1.1:



     "AFFILIATE" means, with respect to any Person, any other Person that

directly or indirectly, through one or more intermediaries, controls, is

controlled by, or is under common control with such Person. For the purpose of

this definition, the term "control" (including, with correlative meaning, the

terms "controlling," "controlled by," and "under common control with"), as used

with respect to any Person, means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of such

Person, whether through the ownership of voting securities, by contract or

otherwise.



     "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" means a registration under the Securities Act of

(i) securities pursuant to one or more Demand Registrations pursuant to SECTION

2 hereof, (ii) securities registered on Form S-8 or any similar successor form,

and (iii) securities registered to effect the acquisition of, or combination

with, another Person.



     "HOLDER" means (i) TAT and (ii) any direct or indirect transferee of TAT

who shall become a party to this Agreement in accordance with SECTION 2.9 and

has agreed in writing to be bound by the terms of this Agreement.





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     "PERSON" or "PERSONS" means any individual, corporation, partnership,

limited liability company, joint venture, association, joint-stock company,

trust, unincorporated organization or government or other agency or political

subdivision thereof.



     "REGISTER," "REGISTERED" and "REGISTRATION" refer to a registration

effected by preparing and filing a registration statement in compliance with the

Securities Act, and the declaration or ordering of the effectiveness of such

registration statement.



     "REGISTRABLE SHARES" means the Common Stock owned by the Holders, whether

owned on the date hereof or acquired hereafter; provided, however, that shares

of Common Stock that, pursuant to SECTION 3.1, no longer have registration

rights hereunder shall not be considered Registrable Shares.



     "REQUESTING HOLDERS" shall mean any Holder(s) requesting to have its

(their) Registrable Shares included in any Demand Registration or Shelf

Registration.



     "SEC" means the Securities and Exchange Commission or any other federal

agency at the time administering the Securities Act.



     "SECURITIES ACT" means the Securities Act of 1933, as amended, or any

similar federal statute, and the rules and regulations promulgated by the SEC

thereunder.



     1.2 OTHER TERMS. For purposes of this Agreement, the following terms have

the meanings set forth in the section or agreement indicated.





TERM                                   SECTION

-----                                  -------

Adverse Effect                         Section 2.1.5

Advice                                 Section 2.6

Agreement                              Introductory Paragraph

Common Stock                           Recitals

Company                                Introductory Paragraph

Demand Registration                    Section 2.1.1(a)

Demanding Shareholders                 Section 2.1.1(a)

Demand Request                         Section 2.1.1(a)

Dispute                                Section 4.6.1

Effective Date                         Section 2.1.1

Inspectors                             Section 2.5(l)

IPO                                    Recitals

NASD                                   Section 2.5(q)

Piggyback Registration                 Section 2.2.1

Records                                Section 2.5(l)

Registration Statement                 Recitals

Required Filing Date                   Section 2.1.1(b)

Seller Affiliates                      Section 2.8.1

Shelf Registration                     Section 2.1.2

Suspension Notice                      Section 2.6





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     1.3 RULES OF CONSTRUCTION. Unless the context otherwise requires



     (1) a term has the meaning assigned to it;



     (2) "or" is not exclusive;



     (3) words in the singular include the plural, and words in the plural

include the singular;



     (4) provisions apply to successive events and transactions; and



     (5) "herein," "hereof" and other words of similar import refer to this

Agreement as a whole and not to any particular Article, Section or other

subdivision.



                                    ARTICLE 2

                               REGISTRATION RIGHTS



     2.1 DEMAND REGISTRATION.



     2.1.1 REQUEST FOR REGISTRATION.



(a) Commencing on the date which is one year days after the completion of the

IPO (the "EFFECTIVE DATE"), any Holder or Holders of Registrable Shares shall

have the right on five (5) occasions to require the Company to file a

registration statement on Form S-1 or S-3 or any similar or successor to such

forms under the Securities Act for a public offering of all or part of its or

their Registrable Shares (a "DEMAND REGISTRATION"), by delivering to the Company

written notice stating that such right is being exercised, naming, if

applicable, the Holders whose Registrable Shares are to be included in such

registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number

of each such Demanding Shareholder's Registrable Shares to be included in such

registration and, subject to SECTION 2.1.3 hereof, describing the intended

method of distribution thereof (a "DEMAND Request").



(b) Each Demand Request shall specify the aggregate number of Registrable Shares

proposed to be sold. Subject to SECTION 2.1.6, the Company shall file the

registration statement in respect of a Demand Registration as soon as

practicable and, in any event, within forty-five (45) days after receiving a

Demand Request (the "REQUIRED FILING DATE") and shall use reasonable best

efforts to cause the same to be declared effective by the SEC as promptly as

practicable after such filing; provided, however, that:



(i) the Company shall not be obligated to effect a Demand Registration pursuant

to SECTION 2.1.1(a) within 90 days after the effective date of a previous Demand

Registration, other than a Shelf Registration pursuant to this ARTICLE 2;





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{PAGE}



(ii) the Company shall not be obligated to effect a Demand Registration pursuant

to SECTION 2.1.1(a) unless the Demand Request is for a number of Registrable

Shares with a market value that is equal to at least 7.5 million as of the date

of such Demand Request; and (iii) the Company shall not be obligated to effect

pursuant to SECTION 2.1.1(a) (A) more than one Demand Registration during the

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