BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC

_______________________________________________ ) Joint Application of ) ) GULFSTREAM INTERNATIONAL GROUP, INC., ) and ) Docket OST-2011- ______ VPAA Co. ) ) For transfer of commuter air carrier authority unde r ) 49 U.S.C. § 41738 ) _______________________________________________ ) MOTION OF GULFSTREAM INTERNATIONAL GROUP, INC. AND VPAA CO. TO WITHHOLD INFORMATION FROM PUBLIC DISCLOSURE

Communications with respect to this document should be served upon: For VPAA Co. and Victory Park Capital Advisors, LLC

David M. Hernandez Shareholder Vedder Price P.C. 1401 I Street NW, Suite 1100 Washington, DC 20005 (202) 312-3340 dhernandez@vedderprice.com For Gulfstream International Group, Inc.

David F. Hackett President and Chief Executive Officer Gulfstream International Group, Inc. 3201 Griffin Road 4th Floor Fort Lauderdale, FL 33312 (954) 985-1500 dhacke@gulfstreamair.com

March 22, 2011BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC

_______________________________________________ ) Joint Application of ) ) GULFSTREAM INTERNATIONAL GROUP, INC., ) and ) Docket OST-2011- ______ VPAA Co. ) ) For transfer of commuter air carrier authority unde r ) 49 U.S.C. § 41738 ) _______________________________________________ ) MOTION OF GULFSTREAM INTERNATIONAL GROUP, INC. AND VPAA CO. TO WITHHOLD INFORMATION FROM PUBLIC DISCLOSURE Pursuant to Rule 12 of the Department’s Rules of Pr actice, 14 C.F.R. § 302.2, Gulfstream International Group, Inc. (“Gulfstream”) , VPAA Co. (“VPAA”), and Victory Park Capital Advisors, LLC, on behalf of one or mor e entities for which it acts as investment manager (“Victory Park” and together with Gulfstrea m and VPAA, the “Parties” or “New Gulfstream”), respectfully move the U.S. Department of Transportation (the “Department”) to withhold from public disclosure certain propriet ary, commercially sensitive, and confidential business and personal information. Th is information is being submitted in the form of a Confidential Exhibit supporting the Parti es’ joint application in the abovecaptioned docket. In accordance with Rule 12, each page of the Confidential Exhibit has been marked “Confidential” and is being filed under seal. As discussed below, the material submitted confidentially is protected from disclosu re under the Freedom of Information Act, 5 U.S.C. § 552 (“FOIA”) for the following reasons. Rule 12 of the Department’s Rules of Practice instr ucts the Department to evaluate requests for confidential treatment by the standard s of disclosure found in FOIA.Gulfstream International Group, Inc. and VPAA Co.

Motion to Withhold Information from Public Disclosu re Page 3 Information may be withheld from disclosure under 5 U.S.C. § 552(b)(4) if it is (1) commercial or financial, (2) obtained from a person outside of government, and (3) privileged or confidential. Gulf and Western Indus., Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir. 1979). As to the third prong of this te st, the Department must consider whether “disclosure of the information is likely to have ei ther of the following effects: (1) impair the Government’s ability to obtain necessary informatio n; or (2) cause substantial harm to the competitive position of the person from whom the in formation was obtained.” National Parks and Conversation Ass’n. v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). Finally, to be privileged or confidential, the information must no t be of the type that is usually released to the public. Gulf and Western, at 530. The Confidential Exhibit meets these stand ards for protection.

The Confidential Exhibit contains the identities of New Gulfstream’s indirect and private passive investors of VPC Fund II, LP, 1 all of whom are citizens of the United States and none of whom have or will have any control over the management, operations or any other aspect of New Gulfstream’s business (the “Pas sive Private Investors”). 2 By way of background, these Passive Private Investors are inv ested directly in the private fund VPC Fund II, LP, a Delaware limited partnership, which in turn is invested in various portfolio companies, one of which is Gulfstream. This priva te fund is managed and controlled exclusively by Victory Park (a Delaware limited lia bility company).

1 VPC Fund II, LP has a 75 percent ownership interest in the New Gulfstream. 2 As set forth in the Joint Application, the investor s of Victory Park Credit Opportunities, LP (“Fund I ”) are all U.S. citizens, but wish to remain anonymous due to confidentiality concerns. Fund I has a 25 percent ownership in the New Gulfstream.Gulfstream International Group, Inc. and VPAA Co.

Motion to Withhold Information from Public Disclosu re Page 4 The respective identities of the Passive Private In vestors are confidential business information, and the disclosure of this information would cause substantial harm to New Gulfstream’s competitive position. In particular, the disclosure of the Passive Private Investors’ identities would jeopardize New Gulfstre am’s funding and result in unwanted capital solicitations seeking to divert funds from New Gulfstream. Disclosure would also frustrate New Gulfstream’s on-going, tentative effo rts to raise future capital. It is important to note that many of the Passive Private Investors executed Non-Disclosure Agreements with Victory Park, which expressly provides that their r espective identities will not be disclosed to the public. Such disclosure would constitute an un warranted invasion of personal privacy

and would allow the Passive Private Investors to wi thdraw funding from Victory Park and

thus New Gulfstream. More importantly, the Passive Private Investors’ id entities are not public information because all of such investors are passive limited p artners of the private investment fund and therefore an expectation of privacy exists with the ir indirect investment in New Gulfstream. Finally, the public disclosure of such confidential information would impair the government’s ability to obtain necessary informatio n in the future because it would chill future potential private investments. It is import ant to note that New Gulfstream is not a publicly held company, and there are no formal fili ngs with the Securities and Exchange

Commission that would otherwise reveal their identi ties. Indeed, the Passive Private

Investors’ identities have never been disclosed in any other public proceeding, including, without limitation, proceedings before the Federal Communications Commission. New Gulfstream respectfully submits that the public dis closure of the Passive Private Investors

could be fatal to New Gulfstream’s launch efforts.Gulfstream International Group, Inc. and VPAA Co.

Motion to Withhold Information from Public Disclosu re Page 5 In sum, the information requested to be withheld fr om public disclosure meets the standards for nondisclosure found in exemption (4) of the Freedom of Information Act, 5 U.S.C. § 552(b)(4), in that the information is: (1) commerci al or financial, (2) obtained from a person outside the government, and (3) privileged or confidential. See Gulf and Western Intl., Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir. 1979); National Parks and Conservation Ass’n v. Morton, 498 F.2d 765, 770 (D.C. Cir. 1974). The Department has granted confidential treatment to similar informati on in similar circumstances. 3 Finally, the Parties recognize that interested part ies may seek access to the confidential materials under protective provisions routinely employed by the Department, provided that access to the material should be limi ted to interested parties’ representatives consistent with Rule 12. To promote the prompt rev iew of this application, the Parties would consent to the Department making the confidential m aterials available to legitimate interested parties’ counsel and outside independent experts if they file appropriate affidavits with the Department in advance stating, at a minimum, that: (1) the affiant is an interested party’s counsel or an outside independent expert providing services to such a party; (2) the affiant will use the information only for the purpose of pa rticipating in this proceeding; (3) the affiant will disclose such information only to othe r persons who have filed a valid affidavit in this docket; and (4) at the close of this proceedin g and the expiration of any period for judicial review, all affiants file a further affida vit stating that all copies of the confidential materials have been destroyed or returned to New Gu lfstream.

3 Application of Baltia Air Lines Inc. for a Certific ate of Public Convenience and Necessity under Secti on 401(d)(1) of the Federal Aviation Act to Engage in Foreign Scheduled Air Transportation , Docket 47149, Order No. 93-10-3, Order on Reconsideration (Oct. 4, 1993 ) (granting confidential treatment to private inves tors).Gulfstream International Group, Inc. and VPAA Co.

Motion to Withhold Information from Public Disclosu re Page 6

WHEREFORE, New Gulfstream respectfully requests tha t the Confidential Exhibit

be accorded confidential treatment under Rule 12.

Respectfully submitted, For VPAA Co. and Victory Park Capital Advisors, LLC

/S/ David M. Hernandez

______________________________ David M. Hernandez VEDDER PRICE P.C. 875 15th Street NW, Suite 725 Washington, DC 20005 (202) 312-3340 dhernandez@vedderprice.com

For Gulfstream International Group, Inc.:

/S/ David F. Hackett

________________________________ David F. Hackett President and Chief Executive Officer GULFSTREAM INTERNATIONAL GROUP, INC. 3201 Griffin Road 4th Floor Fort Lauderdale, FL 33312 (954) 985-1500 dhacke@gulfstreamair.comINDEX OF CONFIDENTIAL EXHIBIT

Exhibit Description of Document

A VPC Fund II, LP InvestorsCERTIFICATE OF SERVICE I, Cristina Richards, hereby certify that I have, t his, the 22nd day of March 2011, caused a true copy of the foregoing Motion to Withh old Information from Public Disclosure to be served on the following Parties via electroni c mail:

Name Organization Address Jeffrey Manley United jeffrey.manley@united.com

R. Bruce Keiner Crowell and Moring LLP (Continental) rbkeiner@crowell.com

Gerald Murphy Crowell and Moring LLP (Continental) gmurphy@crowell.com

Clay Moritz Office of Airline Information DOT/RSPA/BTS E-36 clay.moritz@dot.gov

Bernard Stankus Office of Airline Information DOT/RSPA/BTS E-36 bernard.stankus@dot.gov

Peter Lynch FAA Asst. Chief Counsel for Enforcement peter.lynch@faa.gov

William J. Weber FAA Certification Section Manager, AFS-900 w.jeff.weber@faa.gov

Rosendo M. Rigau South Florida CMO-29 rosendo.m.rig au@faa.gov

Edward M. DaSilva South Florida FSDO -19 edward.m.d asilva@faa.gov

/S/ Cristina Richards

__________________________________ Cristina Richards