BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

) 

Application of: ) 

) 

21 Air, LLC ) Docket DOT-OST-2015----- ) 

for a certificate of public convenience and ) 

necessity pursuant to 49 U.S.C. §41102 ) 

(foreign charter cargo air transportation ) 

APPLICATION OF 21 AIR, LLC FOR 

FOREIGN CHARTER CARGO AUTHORITY 

Communications with respect to this document should be addressed to 

Michael Mendez 

President & CEO 

Centreport II 

202 Centre Port Drive Suite 310 

Greensboro, NC 27409 

Pierre Murphy 

Law Offices of Pierre Murphy 

1200 New Hampshire Avenue, NW 

Suite 590 

Washington, DC 20036 

Telephone: (202) 776-3980 

Facsimile: (202) 776-3975 

Email: pmurphy@lopmurphy.com 

Attorney for 21 Air, LLC 

NOTE: Any person may respond to this application by filing an answer in the above docket and 

serving a copy on undersigned counsel and all persons named on the attached service list. Answers 

must be filed no later than MARCH 19, 2015. 

February 26, 2015 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

) 

Application of: ) 

) 

21 Air, LLC ) Docket DOT-OST-2015-

) 

for a certificate of public convenience and ) 

necessity pursuant to 49 U.S.C. §41102 ) 

(foreign charter cargo air transportation ) 

APPLICATION OF 21 AIR, LLC FOR 

FOREIGN CHARTER CARGO AUTHORITY 

----

Pursuant to 49 U.S.C. §41102, Subpart B of the Department of Transportation's 

Procedural Regulations (14 CFR Subpart B), and Section 204.3 of the Department's Economic 

Regulations (14 CFR §204.3), 21 Air, LLC ("21 Air"), a company seeking to become a 

certificated air carrier, hereby applies for a Certificate of Public Convenience and Necessity 

authorizing it to conduct foreign charter air transportation of property and mail with large 

aircraft, as described in this Application. A separate application for equivalent domestic 

authority is being filed contemporaneously herewith. 

In support of this Application, 21 Air states as follows: 

I. Introduction and Summary 

21 Air was formed on February 25,2014 by cargo industry veterans Adolfo Moreno 
APPLICATION OF 21 AIR, LLC 

and Michael Mendez to provide new, reliable, and flexible shipping alternatives in the air cargo 

industry. Since early 2014, 21 Air has been engaged in the ACMI Facilitator and Charter 

Broker business facilitating charter lift from a U.S. certificated air carrier for cargo flights from 

the U.S. to San Juan, P.R., points in the Caribbean (Trinidad, D.R. and Curacao), and points in 

S. America (Colombia, Peru, Venezuela, Guyana, and Surinam). In its proposed certificated air 

carrier operations, 21 Air plans to operate two (2) B-767-200ERSF freighter aircraft to be 

leased from a company controlled by Mr. Moreno. 

21 Air's owners and key management personnel are highly experienced in aviation 

management and operations, particularly in the air freight sector, and their records at previous 

carriers and freight forwarders demonstrate their ability to manage a safe and profitable cargo 

airline. 

II. Proposed Service and Fitness Data 

21 Air's Application and attached Exhibits herein furnish the responses to the mandatory 

information required of all applicants pursuant to §204.3 of the Department's Economic 

Regulations, and are presented in the same sequence as those requirements set forth in §204.3 

and cross-referenced to the relevant sub-sections of §204.3. 

1. Name, Address & Telephone Number(§ 204.3(a)): 

21 Air, LLC 

Centreport II 

202 CentrePort Drive, Suite 310 

Greensboro, NC 27409 

Tel: (336) 265-2837 

2 
APPLICATION OF 21 AIR, LLC 

2. Form and State of Organization(§ 204.3(b)-(d)): 

Formed in early 2014, 21 Air is a North Carolina limited liability company ("LLC"). A 

copy of the LLC Operating Agreement is attached at Exhibit 21 Air-1. A current Certificate of 

Existence1 for the LLC is also attached at Exhibit 21Air-l. 

3. Citizenship(§ 204.3(e)): 

21 Air is a citizen of the United States as defined in 49 U.S.C. § 41102(a)(15). An 

affidavit attesting to the company's U.S. citizenship is attached as Exhibit 21Air-4. 

4. Key Personnel (§ 204.3(0): 

The management of 21 Air has extensive experience in aviation, particularly in the air 

freight sector. The individuals holding key positions with the carrier are as follows: 

President & Chief Executive Officer 

Chief Financial Officer 

Director of Operations 

Director of Safety & Security 

Director of Maintenance 

Chief Pilot 

Chief Inspector 

Michael Mendez 

Freddy Gomez 

David Norgren 

Todd H. Thomas 

Brian E. Lynch 

James Roger Wilhoit 

Michael Steinke 

Citizenship 

u.s. 

U.S. 

u.s. 

u.s. 

U.S. 

U.S. 

u.s. 

The business address of the persons listed above is Centerport II, 202 CentrePort Drive, 

Suite 310, Greensboro, NC 27409. All named individuals are U.S. citizens and, with the 

exception of the President & CEO, Mr. Mendez, none ofthe named managers and officers of21 

Air owns any interest in 21 Air. Copies of resumes, compliance questionnaires, and affidavits of 

In North Carolina, Certificates of Existence serve as the equivalent of certificates of good standing. 

3 
APPLICATION OF 21 AIR, LLC 

citizenship for above named individuals are attached as Exhibit 21Air-5. Positions or interests 

held in relevant corporations are described in Section 5, below. None of these persons are 

related by blood or marriage. Each of the technical personnel listed above (Vice President of 

Operations, Director of Maintenance, Director of Safety and Security, Chief Inspector and Chief 

Pilot) meets all required qualifications as mandated in 14 CFR Sections 119.65 & 67. 

An organizational chart, showing the relationship of the various personnel and operating 

departments of the company, is attached as Exhibit 21Air-6. 

5. Persons Having a Substantial Interest in Applicant (§204.3(g): 

Applicant's ownership interest is as follows: 

Apple Aviation, LLC 

Address 

3650 NW 82nd A venue 

Suite 407 

Doral, FL 33166 

The members of Apple Aviation, LLC are: 

Shares 

Adolfo Moreno 75% 

Michael Mendez 25o/o 

Affidavits of Citizenship are submitted at Exhibit 21Air-3. 

4 

Citizenship2 

U.S. 

Citizenship2 

U.S. 

u.s. 
APPLICATION OF 21 AIR, LLC 

Apple Aviation, LLC is a Florida LLC. The LLC Operating Agreement and a current 

Certificate of Good Standing from the Florida Secretary of State are attached at Exhibit 21Air-2. 

6. Subsidiaries and Related Companies (§ 204.3(h) and (i)): 

21 Air has no subsidiaries and holds no shares of stock in, and does not control, any 

carrier, foreign air carrier, common carrier, or person engaged in the business of aeronautics. 

However, through common ownership by Mr. Moreno, there are two affiliated companies. Mr. 

Moreno has a 99% membership interest in JW Aviation, LLC, a Florida limited liability 

company engaged in aircraft sales and leasing. JW Aviation's current aircraft portfolio includes 

two (2) Boeing 767-200ERSF freighter aircraft, with MSN's 23801 and 23803. The remaining 

one percent (1%) interest in JW Aviation, LLC. is held by Mr. Enrique Perez, a U.S. citizen. 

Mr. Moreno also owns 100% of the shares of Solar Cargo, Inc., a Florida S Corporation 

established by Mr. Moreno in 1999 in Miami, Florida. The company has since 1999 been 

engaged in the indirect air carrier business in the South Florida area chartering lift from a variety 

of certificated air carriers (~: Centurion Air Cargo, Atlas Air, ABX, Western Global Airlines, 

and Dynamic Airways). This company is certified by TSA as an indirect air carrier under 

number SE0804009, and specializes in international air cargo sales, logistics, and special 

projects from the U.S. into Latin America as well as worldwide charters. The company is a 

successful cargo sales and logistics company with a sustained growth record over the years since 

its foundation in April, 1999. 

5 
APPLICATION OF 21 AIR, LLC 

7. Financial Statement(§ 204.3(k)): 

Attached as Exhibit 21 Air-7 are a current balance sheet for 21 Air for its current business 

operations together with a 2015 YTD Income Statement. Also attached are a December 31, 2014 

Balance Sheet and a 2014 Income Statement. 

8. Pending Actions and Outstanding Judgments (§ 204.3(1) and (m)): 

There are no pending legal actions or outstanding judgments against 21 Air, any relevant 

company, or any key personnel or stockholders in the companies. 

9. Aircraft Fleet (§204.3(n)): 

a. Initial Aircraft Fleet: 

During the first year of operations, applicant proposes operating two (2) Boeing 

B-767-200ERSF freighters to be leased from JW Aviation, LLC: 

Aircraft 

B-767-200ERSF 

B-767-200ERSF 

See: Exhibit 21Air-8. 

MSN# 

23801 

23803 

Leased/Owned 

Leased 

Leased 

b. It is anticipated that, as market conditions require, an additional two (2) B-767Ftype freighter aircraft are to be leased from lessors under the most favorable commercial terms as 

are available during the second full year of air carrier operations. 

c. Affidavit of Aircraft Compliance (§204.3(n)(3): 

A sworn affidavit ofF AA certification and compliance for these initial 2 B-767 

6 
APPLICATION OF 21 AIR, LLC 

freighter aircraft is contained at Exhibit 21 Air-8. 

10. Pending Investigations, Enforcement Actions and Complaints(§ 204.3(o)): 

There are no investigations, enforcement actions or complaints pending at the 

Department, including the Federal Aviation Administration, involving 21 Air, any relevant 

company, any personnel employed or to be employed by any relevant company or any person 

having a substantial interest in any relevant company. 

11. Charges of Fraud, Deception, etc. (§ 204.3(p)): 

There have been no charges of unfair or deceptive or anticompetitive business practices, 

or of fraud, felony or antitrust violations, brought against any relevant company or person having 

a substantial interest in any relevant company, or member of the key personnel employed or to 

be employed by any relevant company in the past 10 years. 

12. Aircraft Accidents or Incidents(§ 204.3(q)): 

There have been no accidents or incidents experienced by 21 Air, its personnel, or any 

relevant company, during the past year or at any time in the past and which remains under 

investigation. 

13. Federal, State, and Foreign Authority Held and 

FAA Certification Status (§204.3(s): 

21 Air is currently in the process of working with the FAA staff at the relevant FAA 

7 
APPLICATION OF 21 AIR, LLC 

certificating flight standards district office ("FSDO") with the goal of attaining FAA air carrier 

certification. 21 Air has already submitted its Pre-Application Statement of Intent (PASI") for 

issuance of an Air Carrier Operating Certificate and Part 121 Operations Specifications to the 

FAA FSDO located in Greensboro, NC, and formal application meetings were held on January 

22,2015 and on February 11, 2015 with the AFS900 certification team. A copy of the PASI is 

attached at Exhibit 21Air-15. It is anticipated that FAA certification will be completed by the 

late-summer 20 15 time-frame. 

The FAA FSDO having primary jurisdiction over 21 Air's air carrier certification is: 

Greensboro Flight Standards District Office (FSDO EA-39) 

1301 S. Terminal Road 

Greensboro, NC 27409 

Telephone: (336) 369-3900 

The FAA FSDO Manager is Jeffrey R. Phipps and 21 Air's POI and Certification Project 

Manager is Tony W. Bernhardt, its PMI is Richard Canovai, and the PAl is John P. Clark. 

14. Description of Proposed Operation(§ 204.3(t)): 

21 Air plans to provide its proposed B-767 freighter air carrier services to freight 

forwarders in the U.S. and around the world as well as subservice to other air carriers on an 

ACMI basis. 21 Air's focus will be on establishing long-term working relationships with its 

customers. 

15. Maintenance and Training: 

Line maintenance on 21 Air's fleet will be performed by 21 Air's in-house mechanics, 

8 
APPLICATION OF 21 AIR, LLC 

while heavy maintenance will be contracted from qualified MRO's in Airborne Maintenance and 

Engineering Services at 145 Hunter Drive, Wilmington, Ohio 45517. All contracted work will 

be overseen by 21 Air's Director of Maintenance. 

16. Forecast Financial Results of Operations and 

Financial Fitness Test(§ 204.3(t)): 

Submitted at Exhibit 21Air-7 are a current 2015 YTD P&L Statement plus a 2014 P&L 

Statement for 21 Air for its current business operations. Included at Exhibit 21 Air-9 are 

projected financial statements for the first full year of air carrier operations. These statements 

are made on a cash basis. Exhibit 21 Air-1 0 lays out a summary of 21 Air's air carrier 

certification and pre-operating "start-up" expenses. A summary of how the carrier will meet the 

three-month zero-revenue financial fitness test is submitted in Exhibit 21 Air-11. Evidence of 

third-party verification of funds available to meet the financial fitness test is contained at Exhibit 

21Air-12. 

21 Air has forecast results on a quarterly basis, and 21 Air expects to commence air 

carrier operations service in late-summer 2015 when FAA certification is currently projected to 

have been completed. 

Certain assumptions are made in the forecast: (1) 21 Air's aircraft are assumed to operate 

175 hours per aircraft, per month; (2) all operations are assumed to be on an ACMI lease basis, 

thus the carrier's clients will be responsible for payment of fuel, loading and ground handling, 

generally on a short-term reimbursement basis. Should clients wish to contract on a full charter 

9 
APPLICATION OF 21 AIR, LLC 

basis (with all services to be provided by the carrier), the full price will be paid in advance; (3) 

assumptions underlying the maintenance and operating costs are based on the experience of the 

Lessor with the current lessee's monthly operating costs, together with the 21 Air management 

team's extensive experience in aircraft operation, management and maintenance. Certain other 

costs, such as crew, aircraft lease, and facility rental, are based on actual negotiated contract 

rates. 

At the projected monthly operating levels, the forecast shows that 21 Air is expected to 

be profitable beginning the first Quarter of its first year of operations. See: Exhibit 21 Air-9. 

The financial fitness test reveals that pre-operating expenses remaining to be paid by the 

company total$ 321,974 (See: Exhibit 21Air-10), and that the three-month average operating 

expenses will be$ 2,263,267 (See: Exhibit 21Air-9 & 21Air-11). The amount required under 

the Department's zero-revenue financial fitness test will be $2,585,241 (See: Exhibit 21Air-11 ). 

As the exhibits demonstrate, the company has access to cash amounts more than sufficient to 

cover these costs. 

17. Warsaw Waiver Agreement(§ 204.3(u)): 

A signed counterpart of Agreement 18900 (OST Form 4523) is included as 

Exhibit 21 Air-13. 

18. Family Assistance Plan (49 U.S.C. § 41113): 

21 Air is aware of its responsibilities under 49 U.S.C. Section 41113 to submit a plan 

10 
APPLICATION OF 21 AIR, LLC 

to implement the Aviation Disaster Family Assistance Act of 1996 (Pub. L.lOl-264), as 

amended. That plan is being prepared and will be filed shortly. The carrier will incorporate 

procedures implementing that plan into its manual system. See: Exhibit 21Air-14. 

19. Insurance: 

Evidence of sufficient insurance in compliance with 14 C.F.R. §215 (OST Form 6410) 

will be provided at the appropriate time. See: Exhibit 21 Air-16. 

2 0. Certification(§ 204.3(v)): 

The required certification, signed by 21 Air's CEO, is attached as Exhibit 21Air-17. 

III. Request for Expedited Non-Hearing Procedures: 

21 Air requests that the Department process this application using the expedited nonhearing procedures of Subpart B of the Department's Rules of Practice. 21 Air has provided all 

evidence necessary to establish fitness, and its application present no issues requiring an oral 

hearing. 21 Air plans to commence revenue operations in late-summer 2015. Consistent with 

that objective, 21 Air asks the Department to process this application as expeditiously as 

possible. 

IV. Conclusion: 

As the above information and attached exhibit materials demonstrate, 21 Air is legally 

and operationally well qualified to receive certification by the Department to operate charter air 

cargo transportation worldwide. Its presence in the market will bring competition and increase 

11 
APPLICATION OF 21 AIR, LLC 

the options and flexibility available to other air carriers and to freight forwarders. 

WHEREFORE, 21 Air, LLC requests that the Department issue it a Certificate of 

Public Convenience and Necessity to operate foreign charter air transportation of property and 

mail, and such other relief as the Department may deem necessary. 

February 26, 2015 

12 

R6 pectfully s bmitted, 

erre urphy 

w ffices of Pierre Murphy 

1200 New Hampshire Avenue, NW 

Suite 590 

Washington, DC 20036 

Telephone: (202) 776-3980 

Facsimile: (202) 776-3975 

Email: pmurphy@lopmurphy.com 

Attorney for 21 Air, LLC 
EXIIIBIT 21AIR-1 

APPLICANT LLC's CERTIFICATE OF EXISTENCE 
• I .. -

NORTH CAROLINA 

Department of the Secretary of State 

CERTIFICATE OF EXISTENCE 

(Limited Liability Company) 

I, Elaine F. Marshall, Secretary of State ofthe State ofNorth Carolina, do hereby 

certify that 

21 AIR,LLC 

is a limited liability company duly fanned under the laws of the State of North 

Carolina, having been formed on the 25th day of February, 2014, with its period of 

duration being Perpetual. 

I FURTHER certify that the said limited liability company's articles of organization 

are not suspended for failure to comply with the Revenue Act of the State of North 

Carolina; that the said limited liability company is not administratively dissolved for 

failure to comply with the provisions of the North Carolina Limited Liability Company 

Act; and that the said limited liability company has not filed articles of dissolution as of 

this date of this certificate. 

Certification# 96034843-1 Reference# 12211703- Page: I of I 

VerifY this cer1ificate online at www.secretary.state.nc.Ulilverificotion 

IN WITNESS WHEREOF, I hove hereunto set 

my hand ond ofrtxcd my official seal at the City 

of Raleigh. this 20th day of October, 2014. 

Secretary of State 
AMENDED AND RESTATED LIMITED LIABILITY COMPANY 

OPERATING AGREEMENT 

FOR 

21 AIR, LLC 

This Amended and Restated Company Agreement of 21 AIR, LLC, A SINGLE MEMBER LIMITED LIABILITY 

COMPANY organized pursuant to the laws of North Carolina, is entered into and shall become effective 

as of the Effective Date by and among the Company and the persons executing this Amended and 

Restated Agreement as Members. It is the Members express intention to create a limited liability 

company in accordance with the Act, as currently written or subsequently amended or redrafted. 

Therefore, all provisions of this document shall be construed consistent with the afore described intent 

of the Members. Accordingly, in consideration of the conditions contained herein, they agree as 

follows: 

ARTICLE I 

Company Formation 

1.1 FORMATION. The Members hereby form a limited Liability Company ("Company") 

subject to the provisions of state law as currently in effect as of this date. Articles of 

Organization shall be filed with the Secretary of State. 

1.2 REGISTERED OFFICE AND AGENT. The location and name of the registered agent shall 

be as stated in the Articles of Organization. 

1.3 TERM. The Company shall continue for a perpetual period. 

(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for 

dissolution; or 

(b) Any event which makes it unlawful for the business of the Company to be carried on 

by the Members; or 

(c) Any other event causing dissolution of this Limited liability Company under 

applicable state laws. 

1.4 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.3, in the 

event of an occurrence described in ARTICLE 1.3(c), if there are at least one remaining 

Member(s), said remaining Member(s) shall have the right to continue the business of 

the Company 

Operating Agreement ·1 
1.5 BUSINESS PURPOSE. The Company shall conduct any and all lawful business deemed 

appropriate to execute the company's objectives. 

1.6 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the 

Company shall be as stated In the Articles of Organization or at a location as the 

Members select. 

1.7 THE MEMBERS. The name and place of residence of each member are listed below at 

Certification of Members. Members are the owners of this company. 

1.8 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the 

Agreement, no additional members may be admitted to the Company through issuance 

by the company of a new Interest in the Company without the prior unanimous written 

consent of the Members. 

ARTICLE II 

Capital Contributions 

2.1 INITIAL CONTRIBUTIONS. The Members Initially shall contribute to the Company capital 

and the company shall keep record ofthe amount each contributed. 

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be 

obligated to make any additional contribution to the Company's capital. 

ARTICLE Ill 

Profits, Losses and Distributions 

3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company's net profits 

or net losses shall be determined on an annual basis and shall be allocated to the 

Members In proportion to each Member's relative capital interest In the Company, and 

as amended from time to time in accordance with Treasury Regulation 1.704-1. 

3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually 

or at more frequent intervals as they see fit. Available funds, as referred to herein, shall 

mean the net cash of the Company available after appropriate provision for expenses 

and liabilities, as determined by the Members. Distributions in liquidation of the 

Company or In liquidation of a Member's Interest shall be made in accordance with the 

positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). 

To the extent a Member shall have a negative capital account balance, there shall be a 

qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2}(il)(d}. 

Operating Agreement- 2 
ARTICLE IV 

Management 

4.1 MANAGEMENT OF THE BUSINESS. The management of the business is invested in the 

Members. The members do appoint one Manager. The Manager, Mi~::hael Mendez, 

shall be responsible for and be head of operations of the business. 

4.2 MEMBERS. The liability of the Members shall be limited as provided pursuant to 

applicable law. Members may take part in the control, management, direction, or 

operation ofthe Company's affairs and shall have powers to bind the Company. Any 

legally binding agreement must be signed by all Members or present approval of all 

other Members for one specific Member to sign the binding agreement. 

(a) Any decision that involves a sale of the business, a loan, an acquisition of another 

company, must have the unanimous consent of all member(s). 

(b) All day to day decisions and management of the LLC will predominantly be made by 

the Manager, but may be made by any Member(s) in compliance with their duties as 

Members. 

(c) If a Member disagrees with the Manager's decision or proposed decision, a Member 

may call a vote to decide the course of action. A simple majority vote must be 

~::ompleted to take an action on behalf of the LLC In accordance with ARTICLE 4.5. The 

vote must be in writing. 

4.3 POWERS OF MEMBERS. The Members are authorized on the Company's behalf to make 

all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or 

other disposition of the Company's assets; (b) the purchase or other acquisition of other 

assets of all kinds; {c) the management of all or any part of the Company's assets; (d) 

the borrowing of money and the granting of security interests in the Company's assets; 

(e) the pre-payment, refinancing or extension of any loan affecting the Company's 

assets; (f) the compromise or release of any of the Company's claims or debts; and, (g) 

the employment of persons, firms or corporations for the operation and management of 

the company's business. In the exercise of their management powers, the Members are 

authorized to execute and deliver {a) all contracts, conveyances, assignments leases, 

sub-leases, franchise agreements, licensing agreements, management contracts and 

maintenance contracts covering or affecting the Company's assets; {b) all checks, drafts 

and other orders for the payment of the Company's funds; (c) all promissory notes, 

loans, se~::urlty agreements and other similar documents; and, (d) all other instruments 

of any other kind relating to the Company's affairs, whether like or unlike the foregoing. 

Operating Agreement- 3 
4.4 DUnES OF MEMBERS. Each Member must have a duty. 

(a) If a Member fails to do the Member's duties for a period of 120 consecutive days, 

the Member will lose its Membership interest. The start date offailure must be 

documented. 

(b) If a Member fails to do its Member duties for a period of one hundred twenty (120) 

days out of two hundred thirty nine (239) days, the Member will lose its Membership 

interest in accordance with this artide. The failure days must be documented. 

(c) If a Member disputes the completion of another Members duties and is attempting 

to take over the Members interest, it must do so in writing and certified delivery to the 

Members residential address listed In exhibit 1. If certified delivery is not available, 

hand delivery Is acceptable by a third party. 

(d) Upon receipt of complaint, a Member in question of fulfilling the Members duties 

must remedy and fulfill the duties it has established within fourteen (14) days. 

(e) If M~mbers become in dispute of what the Members duties are; if they are being 

fulfilled; and have gone through the dispute process outlined in section (a) through (d) 

of this article, the Members agree to enter into binding mediation or arbitration to 

decide If the Member's duties are being performed in compliance with the outlined 

agreed duties of attachment 1. If there is failure to reach an agreement through 

arbitration or mediation of performed duties of Members, the Members in dispute 

agree to file a complaint in the appropriate Court to procure a decision by the 

appropriate Court as to the fulfillment of Members' duties. Upon decision of the Court 

that a Member has or is failing to meet the duties it has been prescribed to fulfill, the 

Member will loose and assign its Membership interest to the other Member(s) stlll 

remaining. The assignment of the non-compliant Member's membership interest will 

establish a debt owed by the LLC in accordance with ARTICLE 7. 

(f) A value of the non-compliant Member's interest being transferred and assigned to 

the complaining Member must be made before the transfer can be completed. During 

the course of the transfer, the non-compliant Member will maintain complete powers of 

membership in the LLC. 

(g) In the event of a dispute of Member's duties, Members may negotiate an exchange 

of Membership interests for a lesser amount of Member duties. 

4.5 DISPUTES OF MEMBERS. Disputes among Members will be decided by a majority vote. 

A member has the amount of votes according to the Members percent of interest. 

(Example: 11% is 11 votes.) There has tg be a majority vote for an action to take place. 

Operating Agreement· 4 
4.6 MANAGER. The Manager shall have primary responsibility for managing the operations 

ofthe Company and for effectuating the decisions ofthe Members. The Manager shall 

be Michael Mendez until such time he is removed as the Manager by a majority of the 

Members. 

4.7 NOMINEE. T1tle to the Company's assets shall be held in the Company's name or in the 

name of any nominee that the Members may designate. The Members shall have 

power to enter into a nominee agreement with any such person, and such agreement 

may contain provisions indemnifying the nominee, except for his wlliful misconduct. 

4.8 COMPANY INFORMATION. Upon request, the Manager shall supply to any member 

information regarding the Company or its activities. Each Member or his authorized 

representative shall have access to and may Inspect and copy all books, records and 

materials in the Manager possession regarding the Company or its activities. The 

exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member's 

expense. 

4.9 EXCULPATION. Any act or omission of the Members, the effect of which may cause or 

result in loss or damage to the Company or the Members if done in good faith to 

promote the best Interests of the Company, shall not subject the Members to any 

liability to the Members 

4.10 INDEMNIFICATION. The Company shall indemnify any person who was or is a party 

defendant or is threatened to be made a party defendant, pending or completed action, 

suit or proceeding, whether civil, criminal, administrative, or investigative (other than an 

action by or in the right of the Company) by reason of the fact that he Is or was a 

Member of the Company, Manager, employee or agent of the Company, or is or was 

serving at the request of the Company, for instant expenses (including attorney's fees), 

judgments, fines, and amounts paid in settlement actually and reasonably incurred In 

connection with such action, suit or proceeding if the Members determine that he acted 

in good faith and in a manner he reasonably believed to be in or not opposed to the 

best interest of the Company, and with respect to any criminal action proceeding, has 

no reasonable cause to believe his/her conduct was unlawful. The termination of any 

action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of 

"no lo Contendere" or its equivalent, shall not in itself create a presumption that the 

person did or did not act In good faith and in a manner which he reasonably believed to 

be In the best interest of the Company, and, with respect to any criminal action or 

proceeding, had reasonable cause to believe that his/her conduct was lawful. 

4.11 RECORDS. The Members shall cause the Company to keep at its principal place of 

business or at another location agreeable by the Members, the following: 

(a} A current list in alphabetical order of the full name and the last known street 

address of each Member; 

Operatl ng Agreement • 5 
(b) A copy of the Certificate of Formation and the Company Operating Agreement and 

all amendments; 

(c) Copies of the Company's federal, state and local income tax returns and reports, If 

any, for the three most recent years; 

(d) Copies of any financial statements of the limited liability company for the three most 

recent years. 

ARTICLEV 

Compensation 

5.1 MANAGEMENT FEE. Any Member rendering services to the Company shall be entitled 

to compensation commensurate with the value of such services as all members 

unanimously agree upon. 

5.2 REIMBURSEMENT. The Company shall reimburse the Members for all direct out-ofpocket expenses incurred by them in managing the Company If unanimously agreed 

upon by all members. 

ARTICLE VI 

Bookkeeping 

6.1 BOOKS. The Members shall maintain complete and accurate books of account of the 

Company's affairs at the Company's principal place of business or at another location 

agreeable by the Members. Such books shall be kept on such method of accounting as 

the Members shall select. The company's accounting period shall be the calendar year. 

6.2 MEMBER'S ACCOUNTS. The Members shall maintain separate capital and distribution 

accounts for each member. Each member's capital account shall be determined and 

maintained in the manner set forth in Treasury Regulation 1.704-1(b)(2)(iv) and shall 

consist of his initial capital contribution increased by; 

(a) Any additional capital contribution made by him/her; 

(b) Credit balances transferred from his distribution account to his capital account; 

and decreased by: 

(a) Distributions to him/her in reduction of Company capital; 

(b) The Member's share of Company losses If charged to his/her capital account. 

Operating Agreement- 6 
6.3 REPORTS. The Members shall close the books of account after the close of each 

calendar year, and shall prepare and send to each member a statement of such 

Member's distributive share of income and expense for income tax reporting purposes. 

ARTICLE VII 

Transfers 

7.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of 

all or any part of its Interest In the Company, Member shall comply with the following 

procedures: 

(a) First make a written offer to sell such interest to the other Member(s) at a price 

determined in writing. At this point exiting member may not make this Intention 

publicly known. If such other Members decline or fail to elect such interest within sixty 

(60) days, the exiting member may advertise its membership interest for sale as It sees 

fit. 

(b) If a member has a buyer of member's interest, the other current member(s) have 

first right of refusal to purchase the exiting members Interest for the agreed purchase 

price. If there are more than one current remaining members, remaining members may 

combine funds to purchase the exiting members interest. Exiting member must show 

that potential purchaser has full certified funds, or the ability to get full certified funds 

before the first right of refusal period starts. Current members have 60 days to buy 

exiting members Interest If they so desire. 

(c) Pursuant to the applicable law, current members may unanimously approve the sale 

of exiting members' interests to grant full membership benefits and functionality to the 

new member. The current remaining members must unanimously approve the sale, or 

the purchaser or assignee will have no right to participate in the management ofthe 

business, affairs of the Company, or member voting rights. The purchaser or assignee 

shall only be entitled to receive the share of the profits or other compensation by way 

of income and the return of contributions to which that Member would otherwise be 

entitled. Exiting member must disclose to buyer or assignee if current members will not 

approve the sale. 

7.2 VALUATION OF EXITING MEMBERS INTEREST. If a member wants to exit the LLC, and 

does not have a buyer of its membership interest, exiting member will assign its interest 

to current members according to the following set forth procedures: 

{a) A value must be placed upon this membership Interest before assigned. 

(b) If exiting member and current members do not agree on the value of this 

membership interest, exiting member must pay for a certified appraiser to appraise the 

Operating Agreement· 7 
llC company value, and the exiting members' value will be assigned a value according 

to the exiting members' interest percentage. 

(c) The current members must approve the certified appraiser used by exiting member. 

Current members have 30 days to approve the exiting members certified appraiser. If 

current members disapprove the certified appraiser, they must show evidence to 

support their disapproval of the certified appraiser as a vendor qualified to make the LLC 

business appraisal. Current members may not stall the process by disapproving all 

certified appraisers. 

(d) Upon completion of a certified appraiser placing a value on the LLC, a value will be 

placed on exiting members' interest according to exiting members' percentage of 

membership interest. 

(e) If current members disagree with the value placed on exiting members' Interest, 

current members must pay for a certified appraiser to value the LLC and exiting 

members' Interest according to the same terms. 

{f) Current members' appraiser must be completed within 60 days or right of current 

members to dispute the value of exiting members interest expires. 

(g) Upon completion of current members certified appraiser, the exiting member must 

approve the value placed on exiting members' interest. Exiting member has 30 days to 

approve this value. 

(h) If exiting member does not approve current members' appraiser value, the value of 

the LLC will be determined by adding both parties' values, then dividing that value in 

half, then creating the value of the eKiting members' interest according to the exiting 

members' percentage of membership interest. 

7.2 DISTRIBUTION OF EXITING MEMBERS' INTEREST. Upon determination of exiting 

members' interest value, the value will be a debt of the llC. The exiting member will 

only be able to demand payment of this debt at dissolution of the llC or the following 

method: 

(a) llC will make timely payments. 

(b) LLC will only be required to make payments towards exiting members' debt if llC Is 

profitable and passed income to current members. 

(c) LLC must make a debt payment to exiting member if LlC passed income of 50% of 

the total determined value of the exiting members' interest In one taxable year. 

(Example: If exiting members' value was $100,000 and current member(s} received 

$50,000 taxable income in the taxable year, the LLC would owe a debt payment to 

Operating: Agreement • 8 
exiting member. If current member(s) only received $90,000 in passed Income, there 

would be no payment due.) 

(d) Debt payment must be at least 10% of the value ofthe passed income to current LLC 

members. 

(e) LLC must make payment to exiting member within 60 days of the end of the taxable 

year for the LLC. 

(f) Payment schedule will continue until exiting members debt is paid by LLC. 

(g) If LLC dissolves, exiting member will be a regular debtor and payment will follow 

normal LlC dissolution payment statutes. 

(h) Exiting members' value of membership interest it assigned current members may 

NOT accrue interest. 

(I) lLC can pay off amount owed to exiting member at any time if it so desires. 

[CERTIFICATION ON FOLLOWING PAGE) 

Operating Agreement - 9 
CERTIFICATION OF MEMBERS 

The undersigned hereby agree, acknowledge and certify to adopt this Amended and Restated 

Operating Agreement. 

Signed on this __Q_ day of January, 2015. 

Operating Agreement -10 
PARENT LLC's FORMATION DOCUMENTS 

[APPLE AVIATION, LLC] 

EXHIBIT 21AIR-2 
State of Florida 

Department of State 

I certifY from the records of this office that APPLE AVIATION, LLC, is a 

limited liability company organized under the laws ofthe State ofFlorida, filed 

on November 24, 2014, effective November 24, 2014. 

The document number of this company is L 14000181570. 

I further certifY that said company has paid all fees due this office through 

December 31, 2015, that its most recent annual report was filed on January 12, 

2015, and its status is active. 

Given under my hand and the 

Great Seal of the State of Florida 

at Tallahassee, the Capital, dlis 

the Twelveth day of Ja11uary, 2015 

~~ Secretary of State 

Authentication 1.0: CC1330092883 

To authenticate tbls certificate, visit the following slte,enter this 

I.D, and then follow the instructions displayed. 

httpa://eflle.sunbiz.orgleertautbver.btml 
OPERATING AGREEMENT 

OF 

APPLE AVIATION, LLC 

(a Florida limited liability company) 

This OPERATING AGREEMENT shall be effective as of and is entered into by and 

among the members listed on Schedule A attached hereto 

EXPLANATORY STATEMENT 

WHEREAS, APP.LE AVIATION, LLC (tho "Company") was formed as a Florida 

limited liability company on November 24,2014 (the "Effective Date"); and 

WHEREAS, the parties named above constitute all of the initial members of the Company; 

and 

WHEREAS, the parties desire to adopt this Agreement as the Company's Operating 

Agreement; 

NOW, THEREFORE, for good and valuable consideration, the parties, intending legally to 

be bound, agree as follows: 

" 

Section I 

Defined Terms 

The following capitalized terms shall have the meanings specified in this Section I. Other 

terms are defmcd in the tex.t of this Agreement; and, throughout this Agreement, those terms shall 

have the meanings respectively ascribed to them. 

"Act" means the Florida Limited Liability Company Act, as amended. 

"Adjusted Capital Account Deficit" means, with respect to any Interest Holder, the deficit 

balance, if any, in the lnterest Holder's Capital Account as of the end of the relevant taxable year, 

after giving effect to the following adjustments: 

(i) the deficit shall be decreased by the amounts which the Interest Holder is obligated to 

restore pursuant to Section 4.4.2, or is deemed obligated to restore pursuant to Regulation Section 

L704-l(b)(2)(ii)(c); and 

(ii) the deficit shall be increased by the items described in Regulation Sections 

1.704-l(b)(2)(ii)(d)(4), (5), and (6). 

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the 

provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be intetpreted consistently 

therewith. 
"Adjusted Capilal Balance" means, as of any day, an Interest Holder's total Capital 

Contributions less all amounts actually distributed to the Interest Holder pursuant to Sections 

4.2.3.4.1 and 4.4 hereof. If any Interest is transferred in accordance with the terms of this 

Agreement, the transferee shall succeed to the Adjusted Capital Balance of the transferor to the 

eKtent the Adjusted Capital Balance relates to the Interest transferred. 

"Agreement" means this Operating Agreement, as amended from time to time. 

"FST" means the Florida Secretary of the State. 

"Capital Account" means the account maintained by the Company for each Interest Holder 

in accordance with the following provisions: 

(i) an Interest Holders Capital Account shall be credited with the Interest Holder's Capital 

Contributions, the amount of any Company liabilities assumed by the Interest Holder (or which are 

secured by Company property distributed to the Interest Holder), the Interest Holder's distributive 

share of Profit and any item in the nature of income or gain specially allocated to such Interest 

Holder pursuant to the provisions of Section IV (other than Section 4.3.3 ); and 

(ii) an Interest Holder's Capital Accouot shall be debited \vith the amouot of money and the 

fair market value of any Company property distributed to the Interest Holder, the amount of any 

liabilities of the Interest Holder assumed by the Company (or which are secured by property 

contributed by the Interest Holder to the Company), the Interest Holder's distributive share of Loss 

and any item in the nature of expenses or losses specially allocated to the Interest Holder pursuant to 

the provisions of Section IV (other than Section 4.3.3). 

If any Interest is transferred pursuant to the terms of this Agreement, the transferee shall 

succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to 

the transferred Interest. If the book value of Company property is adjusted pursuant to Section 43.3, 

the Capital Account of each Interest Holder shall be adjusted to reflect the aggregate adjustment in 

the same manner as if the Company had recognized gain or loss equal to the amount of such 

aggregate adjustment. 

It is intended that the Capital Accouots of all Interest Holders shall be maintained in 

compliance with the provisions of Regulation Section 1.704-l(b), and all provisions of this 

Agreement relating to the maintenance of Capital Accounts shall be interpreted and applied in a 

manner consistent with that Regulation. 

"Capital Contribution" means the total amouot of cash and the fair market value of any 

other assets contributed (or deemed contributed under Regulation Section 1.7(14.l(b){2)(iv)(d)) to 

the Company by a Member, net ofliabilities assumed or to which the assets are subject 

"Capital Proceeds" means the gross receipts received by the Company from a Capital 

Transaction. 

2 
"Capital Transaction" means any transaction not in the ordinary C,()urse of business which 

results in the Company's receipt of cash or other considemtion other than Capital Contributions, 

including, without limitation, proceeds of sales or exchanges or other dispositions of property not in 

the ordinary course of business, financings, refinancings or other loan proceeds. condemnations, 

distributions upon dissolution of the Company, recoveries of damage awards, and insurance 

proceeds. The sale of real property owned, wholly or partially, by any Subsidiary or the sale of one 

or more Membership Interests in any Subsidiary shall be deemed to be a transaction in the ordinary 

course of business of the Company and shall not be considered a Capital Transaction. 

"Cash Flow" means all cash funds derived from operations of the Company (including 

interest received on reserves), without reduction for any non-cash charges, but less cash funds used 

to pay current operating expenses and to pay or establish reasonable reserves for future expenses, 

debt payments, capital improvements lllld replacements as determined by the Manager. Cash Flow 

shall not include Capital Proceeds but shall be increased by the reduction of any reserve previously 

established. 

''Code" means the Internal Revenue Code of 1986, as amended, or any corresponding 

provision of any succeeding law. 

"Company" means the limited liability company formed in accordance with this 

Agreement 

"Interest" means a Person's share of the Profit~ and Losses of, and the right to receive 

distributions, other than capital distributions, from the Company. 

"Interest Holder" means any Person who holds an Interest, whether as a Member or as an 

unadmitted assignee of a Member. 

"Involuntary Transfer" means the occurrence of any of the events set forth in Section 34-

180(a)(4)-(10) of the Act, the attachment of an Interest by legal process or by operation oflaw or 

the transfer or purported transfer of an Interest by operation of law, such as, but not limited to a 

transfer to the Member's trustee in bankruptcy, a purchaser at any creditor's or court sale or the 

guardian or conservator of an incompetent Member. 

"Managers" means the Manager(s) of the Company designated pursuant to Section V and 

as set forth on Schedule A hereto. The initial managers of the Company as of the date of this 

Agreement are ADOLFO MORENO and MICHAEL MENDEZ. Any additional Managers or 

change in Managers shall be evidenced by substitution of a new Schedule A in the manner provided 

in Section 6.5. 

"Member" means each Person signing this Agreement and any Person who mbscquently is 

admitted as a member of the Company. The Members of the Company are set forth on Schedule A 

attached hereto and made a part hereof. 

3 
"Member Loan Nonrecourse Deductions" means any Company deductions that would be 

Nonrecourse Deductions, if they were not attributable to 11 loan made or guaranteed by a Member 

within the meaning of Regulation Section 1.704-2(b). 

"Membership interest" means all of the rights of a Member in the Company, including a 

Members: (i) Interest; (ii) right to inspect the Company's books and records; (iii) right to participate 

in the management of and vote on matters coming before the Company; and (iv) unless this 

Agreement or the Articles of Organization provide to the contrary, right to act as an agent of the 

Company. 

"Mmimum Gain" has the meaning set forth in Regulation Sections 1.704-2(b)(2) and 

1.704-2(d). Minimum Gain shall be computed separately for each Interest Holder in a manner 

consistent with the Regulations under Code Section 704(b). 

"Negative Capital Accaunt" means a Capital Account with a balance ofless than zero. 

"Nonrecourse Deductions" has the meaning set forth in Regulation Section 1.704-2(b)(l). 

The amount of Nonrecourse Deductions for a taxable year of the Company equals the net increase, 

if any, in the amount of Minimum Gain during that taxable year, determined according to the 

provisions of Regulation Section l.704-2(c). 

"Nonrecourse Liability" means any liability of the Company with respect to which no 

Member has personal liability determined in accordance with Section 1.752-l(a)(2) of the Regulations. 

"Percentage" means, as to a Member, the percentage set forth after the Member's name on 

Schedule A, as amended from time to time, and as to an Jnterest Holder who is not a Member, the 

Percentage of the Member whose Interest has been acquired by such Jnterest Holder, to the extent 

the Interest Holder has succeeded to that Member's Interest. 

"Person ·• means and includes any individual, corporation, partnership, association, limited 

liability company, trust. estate, or other entity. 

"Positive Capital Account" means a Capital Account with a balance greater than zero. 

"Profit" and ''Loss" means, for each taxable year of the Company (or other period for 

which Profit or Loss must be computed) the Company's taxable income or loss determined in 

accordance with Code Section 703(a), with the following adjustments: 

(i) all items of income, gain, loss, deduction, or credit required to be stated separately 

pursuantto Code Section 703(a)( I) shatl be included in computing taxable income orlass; 

{ii) any tax-exempt income of the Company, not otherwise taken into account in computing 

Profit or Loss, shall be included in computing taxable income or loss; 

4 
(iii) any expenditures of the Company described in Code Section 705(a)(2)(B) (or treated as 

such pursuant to Regulation Section 1.704-l(b)(2)(iv)(i)) and not otherwise taken into account in 

computing Profit or Loss, shall be subtracted from taxable income or loss; 

(iv) gain or loss resulting from any taxable disposition of Company property shall be 

computed by reference to the adjusted book value of the property disposed of, notwithstanding the 

fact that the adjusted book value differs from the adjusted basis of the property for federal income 

tax purposes; 

(v) in lieu of the depreciation, amortization, or cost recovecy deductions allowable in 

computing taxable income or loss, there shall be taken into account the depreciation computed 

based upon the adjusted book value of the asset; and 

(vi) notwithstanding any other provision of this definition, any items which are specially 

allocated pursuant to Section 4.3 hereof shall not be taken into account in computing Profit or Loss. 

"Real Estate Investment" means an investment of capital by the Company or a Subsidiary 

for the purposes of obtaining, developing and selling real property. 

"Regulation" means the income tax regulations, including any temporary regulations, from 

time to time promulgated under the Code. 

"Subsidiary" means an entity formed by the Company for the purpose of making a Real 

Estate Investment 

"Tranifer" means, when used as a noun, any voluntacy sale, hypothecetioo, pledge, 

assignment, attachment, or other transfer, and, when used as a verb, means, voluntarily to sell, 

hypothecate, pledge, assign, or otherwise transfer. 

"Voluntary Withdrawal" means a Member's dissociation with the Company by means other 

than by a Transfer. 

5 
Section II 

Formation and Name: Office; Purpose; Term 

2.1 Organization. The Company has been organized as a limited liability company 

pursuant to the Act and the provisions of this Agreement and, for that purpose, Articles of 

Organization were filed with the Florida Secretaiy of the State on November 24, 2014. The 

undersigned have reviewed a "filed" stamped copy of such Articles of Organization and hereby 

confinn such document as the Company's Articles of Organization and hereby further confirm, 

ratify, and approve all actions taken by or at the direction of the Company's sole organizer, Michael 

Mendez, in connection with the formation of the Company as a Florida limited liability company. 

The undersigned have also reviewed the organizer's statement prepared by the Company's sole 

organizer and confirm that the infonnation contained therein is true and correct and agree to 

maintain such statement as a pennanent record of the Company. 

2.2 Name of the Company. The name of the Company is "APPLE AVIATION, LLC" 

The Company may do business under that nnme and under any other name or names upon which 

the Manager selects. If the Company does business under a name other than that set forth in its 

Articles of Organization, then the Company shall file a trade name certificate as required by Jaw. 

2.3 Purpose. The Company is organized to engage in any lawful act or activity for 

which limited liability companies may be fanned under the Act 

2.4 Tenn. The tenn of the Company shall begin upon the endorsement of the Anicles of 

Organization by the Secretary of State and shall continue in existence indefinitely, unless its 

existence is sooner tenni.nated pursuant to Section VII of this Agreement. 

2.5 Principal Office. The principal office of the Company initially shall be 3650 NW 

82"d Ave., Suite 407, Dora!, FL 33166. 

2.6 Statutory Agent. The name of the Company's statutory agent in the State of Florida 

shall be Alberto N. Moris, 3650 NW 82"d Ave., Suite 401, Dora!, FL 33166. 

2.7 Independent Activities. Members may, notwithstanding this Agreement, engage in 

whatever activities they choose, whether the same are competitive with the Company or otherwise 

without having or incurring any obligation to offer any interest in such activities to the Company or 

any Member. Neither this Agreement nor any activity undertaken pursuant hereto shall prevent any 

Member from engaging in such activities or require any Member to permit the Company or any 

Member to participate in any such activities, and as a material part of the consideration for the 

execution of this Agreement by any Member, each Member hereby waives, relinquishes and 

renounces any such right or claim of participation. 

Secdonlll 

Member's Capital; Capital Accounts 

3.1 Initial Capital Contributions. Upon the execution ofthis Agreement, the Members 

6 
shall contnbute to the Company cash, property and/or services in the amounts respectively set forth 

on Schedule A. 

3.2 Additional Capital Contributions. 

3.2.1. If the Managers at any time or from time to time determine that the Company 

requires additional Capital Contributions, then the Manager shall give notice to each Member of (i) 

the total amount of additional Capital Contributions required, (li) the reason the additional Capital 

Contribution is required, (iii) each Member's proportionate share of the total additional Capital 

Contribution (detennined in accordance with this Section), and (iv) the date each Member's 

additional Capital Contribution is due and payable, which date shall be thirty (30) days after the 

notice has been given. A Member's share of the total additional Capital Contribution shall be equal 

to the product obtained by multiplying the Member's Percentage times the total additional Capital 

Contribution required, unless otherwise agreed upon by all of the Members of the Company. A 

Member's proportionate share shall be payable in cash or by certified check. In the event any 

Member (the "Noncontributing Member'') fails to make any such additional Capital Contribution 

within twenty (20) days after calls for same are made, the other Members shall have the right, but 

not the obligation, to advance, directly to the Company, the funds required from the 

Noncontributing Member as additional Capital Contributions, and in such event, the Percentages 

shall be adjusted to reflect such additional Capital Contributions, if any, of each Member. The 

adjusted Percentage of each Member shall be calculated by multiplying one hundred times a 

fiaction, the numerator of which consists of the sum of such additional Capital Contribution of such 

Member, all prior additional Capital Contributions of such Member, and the initial Capital 

Contribution of such Member and the denominator of which consists of the sum of the aggregate of 

all additional Capital Contributinns of all Members and aU of the initial Capital Contributions of all 

Members. 

32.2. In addition, it is contemplated that additional Capital Contributions will be 

required by the Members, from time to time, for each Real Estate Investment of the Company and 

accounted for as set forth in Section 4 .1.3. 

32.3. Except as provided in Section 3.2.1, no Member shall be required to 

contribute any additional capital to the Company and no Member shall have any personal liability 

for any obligation of the Company. 

3.3. No Interest on Capital Contributions. Interest Holders shall not be paid interest on 

their Capital Contributions. 

3.4. Return of Capital Contributions. Except as otherwise provided in this Agreement, 

no Interest Holder shall have the right to receive the return of any Capital Contribution. 

3.5. Fonn of Return of Capital. lfan Interest Holder is entitled to receive a return of a 

Capital Contribution, the Interest Holder shall not have the right to receive anything but cash in 

rerum of the Interest Holders Capital Contribution. 

7 
3.6. Capital Accounts. A separate Capital Account shall be maintained for each Interest 

Holder. 

3.7. Loans. Any Member may, at any time, make or cause a loan to be made to the 

Company in any amount and on those terms upon which the Company and the Member agree. 

Section IV 

Profit, Loss, and Dlstrlbutions 

4.1. Distributions of Cash Flow and Allocations of Profit or Loss Other Than Capital 

Transactions. 

4.1.1. Profit or Loss Other Than/rom a Capital Transaction. After giving effect to 

the special allocations set forth in Section 4.3, for any taxable year of the Company, Profit or Loss 

(other than Profit or Loss resulting from a Capital Transaction, which Protit or Loss shall be 

allocated in accordance with the provisions of Sections 4.2.1 and 4.2.2) shall be allocated as 

follows: 

Profits from the sale of any Real Estate Investment shall be allocated and distributed 

in accordance with the Percentages. 

4.1.2. Cash Flow. Cash Flow for each taxable year of the Company shall be 

distributed to the Interest Holders in proportion to their Percentages no later than seventy-five (75) 

days after the end of the taxable year. 

4,1.3. Capital Accounting. As described in Section 3.2, it is contemplated that 

additional capital contributions will be required by each Member, from time to time, for each Real 

Estate Investment of the Company through one of its Subsidiaries. Separate Capital Accounts shall 

be established and maintained as descnbed herein to account for Capital Contributions of each 

Member made for each Real Estate Investment of the Company through one of its Subsidiaries. 

4.2. Allacation of Profit or Lass from Capital Transactions. 

4.2.1. Prof//. After giving effect to the special allocations set forth in Section 4.3, 

Profit from a Capital Transattion shall be allocated according to the Percentages listed in Schedule 

A. 

4.2.1.1. If one or more Interest Holders bas a Negative Capital Account, to 

those Interest Holders, in proportion to their Negative Capital Accounts, until all of those Negative 

Capital Accounts have been reduced to zero. 

4.2.1.2. Any Profit not allocated pursuant to Section 4.2.1.1 shall be 

allocated to the Interest Holders in proportion to and to the extent of, the amounts distributable to 

them pursuant to Section 4.2.3.4. t and 4.2.3.4.3. 

4.2.1.3. Any Profit in excess of the foregoing allocations shall be allocated 

8 
to the Interest Holders in proportion to their Percentages. 

4.2.2. Loss. After giving effect to the special allocations set forth in Section 4.3, 

Loss from a Capital Transaction shall be allocated according to the Percentages listed in Schedule 

A. 

4.2.2.1. lf one or more Interest Holders has a Positive Capital Account, to 

those Interest Holders, in proportion to their Positive Capital Accounts, until all Positive Capital 

Accounts have been reduced to zero. 

4.2.2.2. Any Loss not allocated to reduce Positive Capital Accounts to zero 

pursuant to Section 4.2.2.1 shall be allocated to the Interest Holders in proportion to their 

Percentages. 

4.2.3. Distribution of Capital Proceeds. Capitnl Proceeds shall be distributed and 

applied by the Managers in the following order and priority: 

4.2.3.1. First, to the payment ofall expenses of the Company incident to the 

Capital Transaction; then 

4.2.3.2. Second, to the payment of debts and liabilities of the Company then 

due and outstanding (including all debts due to any Interest Holder): then 

4.2.3.3. Third, to the establishment of any reserves which the Manager 

deems necessary for liabilities or obligations of the Company; then 

4.2.3.4. The balance shall be distributed as follows: 

4.2.3.4.1. to the Interest Holders in proportion to their Adjusted 

Capital Balances, until their remaining Adjusted Capital Balances have been paid in full; then 

4.2.3 .4.2. if any Interest Holder has a Positive Capital Account after 

the distributions made pursuant to Section 4.2.3.4.1 and before any further allocation of Profit 

pursuant to Section 4.2. 1.3, to those Interest Holders in proportion to their Positive Capital 

Accounts; then 

4.2.3.4.3. the balance, to the Interest Holders in proportion to their 

Percentages. 

4.3. Regulatory Allocations. 

4.3.1. Qualified Income Offset. No Interest Holder shall be allocated Losses or 

deductions, if the allocation causes an Interest Holder to have an Adjusted Capital Account Deficit. 

If an Interest Holder receives (1) an allocation of Loss or deduction (or item thereat) or (2) any 

distribution, which causes the Interest Holder to have an Adjusted Capital Account Deficit at the 

9 
end of any taxable year, then all items of income and gain of the Company ( coll!!isting of a pro rata 

portion of each item of Company income, including gross income and gain) for that taxable year 

shall be atlocated to that Interest Holder, before any other allocation is made of Company items for 

that taxable year, in the amount and in proportions required to eliminate the excess as quickly as 

possible. This Section 4.3.1 is intended to comply with, and shall be intelpreled consistently with, 

the "qualified income offset" provisions of the Regulations promulgated under Code Section 

704(b). 

43.2. Minimum Gain Chargeback. Except as set forth in Regulation Section 

1.704-2(£)(2}, (3) and (4), if; during any taxable year, there is a net decrease in Minimum Gain, each 

Interest Holder, prior to any other allocation pursuant to this Section IV, shall be specially allocated 

items of gross income and gain for such taxable year (and, if necessary, subsequent taxable years) in 

an amount equal to that Interest Holder's share of lhe net decrease of Minimum Gain, computed in 

accordance with Regulation Section 1.704-2(g). Allocations of gross income and gain pursuant to 

this Section 4.3.2 shall be made firnt from gain recognized from the disposition of Company assets 

subject to nonrecourse liabilities (within the meaning of the Regulations promulgated under Code 

Section 752), to the extent of the Minimum Gain attributable to those assets, and thereafter, from a 

pro rata portion of the Company's other iterll!! of income and gain for the taxable year. It is the 

intent of the parties hereto that any allocation pursuant to this Section 4.3.2 shall constitute a 

"minimwn gain chargeback" under Regulation Section 1.704-2(t). 

4.3.3. Contributed Property and Book-ups. In accordance with Code Section 704(c) 

and the Regulations thereunder, as well as Regulation Section 1.704-l(b)(2)(iv)(d)(3), income, gain, 

loss, and deduction with respect to any property contributed (or deemed contributed) to the 

Company shall, solely for tax pU!JlOses, he allocated among the Interest Holders so as to take 

account of any variation between the adjusted basis of the property to the Company for fedeml 

income tax pll!JlOSCS and its fair market value at the date of contribution (or deemed contribution). If 

the adjusted book value of any Company asset is adjusted as provided herein, subsequent 

allocations of income, gain, loss, and deduction with respect to the asset shall take account of any 

variation between the adjusted basis of the asset for federal income tax purposes and its adjusted 

book value in the manner required under Code Section 704(c) and the Regulations thereunder. Ally 

elections or decisions relating to such allocations shall be made by the Manager& in a manner that 

reasonably reflects the intent of the Agreement. Allocations pur&uant to this Section 43.3 are solely 

for tax purposes and shall not affect any Member's Capital Account. 

4.3.4. Code Section 754 Adjwtment. To the extent an adjustment to the tax basis of 

any Cmnpany asset pursuant to Code Sect.ion 734(b) or Code Section 743(b) is required, pur&uant to 

Regulation Section 1.704-l(b)(2)(iv){m), to be taken into account in detcnnining Capital Accounts, 

the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if the 

adjustment increases the basis of the asset) or loss (iftbe adjustment decreases basis), and the gain 

or loss shall be specially allocated to the Interest Holders in a manner consistent with the manner in 

which their Capital Accounts are required to be adjusted pursuant to that Section of the Regulations. 

43.5. Nonrecourse Deductions. NonrecoUr&e Deductions for a taxable year or other 

period shall be specially allocated among the Interest Holders in proportion to their Percentages. 

10 
4.3.6. Member Loan Nonrecourse Deductions. Any Member Loan Nonrecourse 

Deduction for any taxable year or other period shall be specially allocated to the Interest Holder 

who bears the risk of loss with respect to the loan to which the Member Loan Nonrecourse 

Deduction is attributable in accordance with Regulation Section l.704-2(b). 

4.3.7. Guaranteed Payments. To the extent any compensation paid to any Member 

by the Company, including any fees payable to any Member pursuant to Section 5.3 hereof: is 

determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 

707(c) or is not paid to the Member other than in the Person's capacity as a Member within the 

meaning of Code Section 707(a), the Member shall be specially allocated gross income of the 

Company in an amount equal to the amount of that compensation, and the Member's Capital 

Account shall be adjusted to reflect the payment of that compensation. 

4.3.8. Withholding. All amounts required to be withheld pursuant to Code Section 

1446 or any other provision of federal, state, or local tax law shall be treated as mnounts actually 

distributed to the affected Interest Holders for all purposes under this Agreement. 

4.4. Liquidation and Dissolution. 

4.4.1. If the Company is liquidated, the assets of the Company sball be distributed to 

the Interest Holders in accordance with the balances in their respective Capital Accounts, after 

taking into account all contn'butions, distributions, and allocations for all periods. 

4.4.2. Except as otherwise provided in this Agreement, no Interest Holder shall be 

obligated to restore a Negative Capital Account to the Company, and such deficit shall not be 

considered a debt owed to the Company or any other person for any purpose what~oever. 

4.5. General. 

4.5.1. Except as otherwise provided in this Agreement, the timing and amount of 

all distributions shall be determined by the Manager. 

4.5.2. If any assets of the Company are distributed in kind to the Interest Holders, 

those assets shall be valued on the basis of their fair market value, and any Interest Holder entitled 

to any interest in those assets shall receive that interest as a tenant-in-common with all other Interest 

Holders so entitled. Unless the Members otherwise agree, the fair market value of the assets shall be 

detennined by an independent appraiser who shall be selected by the Manager. The Profit or Loss 

for each unsold asset shall be determined as if the asset had been sold at its fair market value, and 

the Profit or Loss shall be allocated as provided in Section 4.2 and shall be properly credited or 

charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets in 

liquidation pursuant to Section 4.4. 

4.53. All Profit and Loss shall be allocated, and all distributions shall be made to 

the Persons shown on the records of the Company to have been Interest Holders as of the last day of 

11 
the taxable year for which the allocation or dis!nbution is to be made. Notwithstanding the 

foregoing, unless the Company's taxable year is separated into segments, if there is a Transfer 

during the taxable year, the Profit and Loss shall be allocated between the original Interest Holder 

and the successor on the basis of the number of days each was an Interest Holder during the taxable 

year; provided, however, the Company's taxable year shall be segregated into two or more segments 

in order to account for Profit, Loss, or proceeds attributable to a Capital Transaction or to any other 

extraordinary non-recurring items of the Company. 

4.5.4. The Managers are hereby authorized, upon the advice of the Company's tax 

counsel, to amend this Section IV to comply with the Code and the Regulations promulgated under 

Code Section 704(b); provided, however, that no amendment shall materially affect distributions to 

an Interest Holder without the Interest Holder's prior written consent. 

Section V 

Management: Rights, Powers, and Duties 

5.1. Management. 

5.1.1. Managers. The ordinary and usual decisions concerning the business affairs 

of the Company shall be made by the Company's Managers. There may be more than one 

Manager, which Manager(s) need not be a Member of the Company. The Company's initial 

Managers are set forth on Schedule A hereto, as amended from time to time. 

5.1.2. Term of Office as Manager. No Manager shall have any contractual right to 

such position. Each Manager shall serve until the earliest of: 

5.1.2.1. removal of the Manager; or 

5.1.2.2. the resignation of the Person from the position of Manager. 

Any may be removed, with or without cause, by the vote of those Members holding two thirds 

(213) of the Percentages of the Company. 

5.1.3. General Powers. The Manager (if more than one Manager then the 

UNANIMOUS vote of ALL Managers) shall have full, exclusive, and complete discretion, power, 

and authority, subject in all cases to the other provisions of this Agreement and the requirements of 

applicable law, to manage, control, administer, and operate the business and affairs of the Company 

for the purposes herein stated, and to make all decisions affecting such business and affairs, 

including without limitation, for Company purposes, the power to: 

5.1.3.1. acquire by purchase, lease, or otherwise, any real or personal 

property, tangible or intangible; 

5.1.3.2. construct, operate, maintain, finance, and improve, and to own, sell, 

convey, assign, mortgage, or lease any real estate and any personal property; 

12 
5.1.3.3. sell, dispose, trade, or exchange Company assets in the ordinary 

course of the Company's business; 

5.1 .3.4. enter into agreements and contracts and to give receipts, releases, 

and discharges; 

5.1.3.5. purchase liability and other insurance to protect the Company's 

properties and business; 

5.1.3.6. borrow money for and on behalf of the Company, and, in 

connection therewith, execute and deliver instruments authorizing the confession of judgment 

against the Company; 

5.1.3.7. execute or modify leases with respect to any part or all of the assets 

of the Company; 

5.1.3.8. prepay, in whole or in part, refmance, amend, modify, or extend any 

mortgages or deeds of trust which may affect any asset of the Company and in connection therewith 

to execute for and on behalf of the Company any extensions, renewals, or modifications of such 

mortgages or deeds of trust; 

5.1.3.9. execute any and all other instruments and documents which may be 

necessary or in the opinion of the Managers desirable to carry out the intent and purpose of this 

Agreement, including, but not limited to, documents whose operation and effect extend beyond the 

term of the Company; 

5.1.3.10. make any and all expenditures which the Manager, in his sole 

discretion, deems necessary or appropriate in connection with the management of the affairs of the 

Company and the carrying out of his obligations and responsibilities under this Agreement, 

including, without limitation, all legal, accounting and other related expenses incurred in co~mection 

with the organization and financing and operation of the Company; 

5.1.3.1 1. enter into any kind of activity necessary to, in co~mection with, or 

incidental to, the accomplishment of the purposes ofthe Company; 

5.1.3.12. invest and reinvest Company reserves in short-term instruments or 

money market funds; 

5.1.3.13. the admission of additional members to the Company; 

5.13.14. distribute and or transfer any assets of the Company upon 

dissolution or liquidation pursuant to Section VII of this Agreement; and 

5.1.3.15. create subsidiary entities in connection with, or incidental to, the 

13 
accomplislunent to the purposes of the Company. 

5.1.4. Extraordinary Transactions. 

Notwithstanding anything to the contrary in this Agreement, the Manager shall not 

undertake any of the following without the approval of those Members holding at least two-thirds 

(213) of the Percentages then held by Members: 

5.1.4.1. any Capital Transaction; 

5.1.4.2. the Company's lending more than $50,000.00 on any one occasion; 

and 

5.1.4.3. dissolve or liquidate the Company for any reason; 

5.1.4.4. the Company's engaging in business in any jurisdiction which does 

not provide for the registration of limited liability companies. 

5.1.4.5 amend this Agreement or the Articles of Organization. 

5.1.5. Limitation on Authority of Members. 

5.1.5.1. No Member is an agent of the Company solely by vhtue of being a 

Member, and no Member has authority to act for the Company solely by virtue of being a Member. 

5.1.5.2. Any Member who takes any action or binds the Company in 

violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the 

Company as a result of the unauthorized action and shall indemnify and hold the Company hannl.ess 

with respect to the loss or expense. 

5.1.6. Removal of Managers. The Members, at any time and from time to time may 

remove the Manager(s) then acting and elect a new Manager(s). 

5.2. Meetings of and Voting by Members. 

5.2.1. A meeting of the Members may be called at any time by the Manager or by 

those Members holding at least fifty-one percent (51%) of the Percentages then held by Members 

for the pwpose of voting on matters that Members are entitled to vote on under Florida law, this 

Agreement or the Articles of Organization of the Company. Meetings of Members shall be held at 

the Company's principal place of business or at any other place in the state of Florida designated by 

the Person calling the meeting. Not less than ten (10) nor more than ninety (90) days before each 

meeting, the Person calling the meeting shall give written notice of the meeting to each Member 

entitled to vote at the meeting. The notice shalt state the time, place and purpose of the meeting. 

Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice, i~ 

before or after the meeting, the Member signs a waiver of the notice which is tiled with the records 

14 
of Members' meetings, or is present at the meeting in person or by proxy. Unless this Agreement 

provides otherwise, at a meeting of Members, the presence in person or by proxy of Members 

holding not less than fifty-one percent (51%) of the Percentages then held by Members constitutes a 

quorum. A Member may vote either in person or by written proxy signed by the Member or by his 

duly authorized Attorney-in-Fact. 

5.2.2. Except as otherwise provided in this Agreement, the affnmative vote ofat 

least two thirds (213) of the Percentages then held by Members shall be required to approve any 

matter coming before the Members. 

5.2.3. In lieu of holding a meeting, the Members may vote or otherwise take action 

by a written instrument indicating the consent of all of the Members. 

5.3. Personal Se1'11ices. 

5.3.1. Unless approved by the Manager, and e'l\cept as set forth in this Agreement, 

no Member shall be entitled to compensation for services performed for the Company. 

5.3.2. Unless approved by Members holding a majority of the Percentages then held 

by Members, and except as set forth in this Agreement, the Manager shall not be entitled to 

compensation for services performed for the Company. However, upon substantiation ofthe amount 

and purpose thereof, the Manager shall be entitled to reimbursement for expenses reasonably 

incurred in connection with the activities of the Company. 

5.4. Duties of Parties. 

5.4.1. The Manager shall devote such time to the business and affairs of the 

Company as is necessary to carry out the Manager's duties set forth in this Agreement. 

5.4.2. Except as otherwise expressly provided in Section 5.4.3, nothing in this 

Agreement shall be deemed to restrict in any way the rights of any Member to conduct any other 

business or activity whatsoever, and the Member shall not be accountable to the Company or to any 

Member with respect to that business or activity even if the business or activity competes with the 

Company's business. The organization of the Company shall be without prejudice to their respective 

rights to maintain, expand or diversity such other interests and activities and to receive and enjoy 

profits or compensation therefrom. Each Member waives any rights the Member might otherwise 

have to share or participate in such other interests or activities of any other Member. 

5.4.3. Each Member understands and acknowledges that the conduct of the 

Company's business may involve business dealings and undertakings with Members. In any of those 

cases, those dealings and undertakings shall be at arm's length and on commercially reasonable 

terms. 

5 .5. Liability and Indemnification. 

15 
5.5.1. The Manager shall not be liable, responsible, or accountable, in damages or 

otherwise, to any Member or to the Company for any act performed by the Manager within the 

scope of the authority conferred on the Manager by this Agreement, except for fraud, gross 

negligence, or an intentional breach of this Agreement. 

5.5.2. The Company shall indemnifY the Manager for any act performed by the 

Manager within the scope of the authority conferred on the Manager by this Agreement, except for 

fraud, gross negligence, or an intentional breach of this Agreement. 

5.6. Power t:if Ailomey. 

5.6.1. Grant of Power. Each Member constitutes and appoints the Manager as the 

Member's true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Member's name, place 

and stead, to make, execute, sign, acknowledge, and file: 

5.6.1.1. the initial Articles of Organization of the Company; 

5.6.1.2. any and all other certificates or other instruments required to be filed 

by the Company onder the laws of the State of Florida or of any other slate or jurisdiction, 

including, without limitation, any certificate or other instruments necessary in order for the 

Company to continue to qualifY as a limited liability company under the laws of the State ofFiorida; 

and 

5 .6.1.3. one or more fictitious or trade name certificates. 

5.6.2. Irrevocability. The foregoing power of attorney is irrevocable and is coupled 

with an interest, and, to the extent permitted by applicable law, shall survive the death or disability 

of a Member. It also shall survive the Transfer of an Interest, except that, if the transferee is 

approved for admission as a Member, this power of attorney shall survive the delivery of the 

assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge and file 

any documents needed to effectuate the substitution. Each Member shall be bound by any 

representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, 

and each Member hereby waives any and all defenses which may be available to contest, negate or 

disaff'mn the action of the Attorney-in-Fact taken in good faith under this power of attorney. 

5.7. Offscers. The Manager may appoint one or more officers of the Company and by 

resolution may delegate management powers, duties and responsibilities to such officers. 

5.8. Compensation of Manager. The Manager shall be reimbursed all reasonable 

expenses incurred in managing the Company and shall be entitled to compensation as and to the 

extent mutually agreed upon between the Manager and those Members holding at least two-thirds 

(213) of the Percentages then held by Members at the time of such agreement, which agreement 

may be set forth in an employment agreement between the Company and the Manager, executed 

by at least two Members on behalf of the Company who represent that Members then holding a 

majority of the Percentages have approved the compensation and the terms of the employment 

16 
agreement. 

5.9. Vacanc:y. Upon the resignation, death or removal of the Manager, the vacancy shall 

be filled by the affirmative vote of those Members holding a majority of the Percentages then held 

by Members. 

5.10. Transactions with Members. Affiliates of Members. The Company, with prior 

consent of the Manager, is permitted to enter into transactions with Members of the Company or 

affiliates of Members of the Company including buying and selling real property to or from 

Members of the Company or affiliates of Members of the Company. 

Section VI 

Transfer of Interests 

And Admission and Withdrawal of Members 

6.1. Admission of New Members. One or more additional members of the Company 

may be admitted to the Company with the consent of the Members then holding at least two-thirds 

(2/3) of the Percentages then held by Members of the Company and the written consent of such 

new Member agreeing to be bouud by the terms of this Agreement 

6.2. Voluntary Transfers. No Person may Voluutarily Transfer all or any portion of or 

any interest or rights in the Person's Membership Interest, except upon the consent of those 

Members holding at least two-thirds of the Percentages then held by Members, which consent may 

be withheld or otherwise conditioned for any or no reason, and unless the following conditions 

("Conditions of Transfer") are satisfied: 

6.2.1. The Transfer will not require registration of Interests or Membership Interest 

uuder any federal or state securities laws; 

6.2.2. The transferee delivers to the Company a written instrument agreeing to be 

bound by the terms of this Agreement; 

6.2.3. The Transfer will not result in the termination of the Company pun;uant to 

Code Section 708; 

6.2.4. The Transfer will not result in the Company being subject to the Invesbnent 

Company Act of 1940, as amended; and 

6.2.5. The Transfer is approved by the Manager. 

6.2.6. If the Conditions of Transfer are satisfied, then a Member or Interest Holder 

may Transfer aU or any portion of that Person's Interest. The Transfer of an Interest pursuant to this 

Section 6.2 shall not result, however, in the Transfer of any of the transferor's other Membership 

Interests, unless Members holding at least two-thirds (2/3) of the Percentages then held by Members 

shall consent to the admission of such transferee as a Member. 

17 
6.2.7. Each Member hereby acknowledges the reasonableness of the restrictions 

contained in this Section 6.2 in view of the purposes of the Company and the relationship of the 

Members. The Transfer of any Membership Interests or Interests in violation of the restrictions 

contained in this Section 6.2 shall be deemed invalid, null and void, and of no force or effect. A:ny 

Person to whom Membership Interests are attempted to be transferred in violation of this Section 

shall not be entitled to vote on matters coming before the Members, participate in the management 

of the Company, act as an agent of the Company, receive distributions from the Company or have 

any other rights in or with respect to the Membership Interests. A:ny attempted transfer in violation 

of this Agreement shall be void ab initio. 

6.3. l11Voluntary Transfer. 

6.3.1./nterest ofTransjeree. Immediately upon the occurrence of an Involuntary 

Transfer, the transferee, successor, personal representative or executor if any, of the former or 

deceased Member shall thereupon become an Interest Holder but shall no longer be, or shall not 

become, a Member unless admitted as a Member pursuant to Section 6.1. The successor Interest 

Holder shall have all the rights of an Interest Holder. 

6.3.2. Purchase Option Upon 111Voluntary Transfer. Upon the occurrence of an 

Involuntary Transfer of any Membership Interest in the Company, an option is hereby granted, as 

set forth below. 

6.3.2.1. Company Option. Upon tbe occurrence of an Involuntary 

Transfer, the Company is hereby granted an option to purchase ("Company Option") any 

former or deceased Member's ("Transferring Member") interest in the Company in the hands 

of an Interest Holder, for a purchase price determined pursuant to Section 6.4. The Company 

must elect to make such purchase by the end of thirty (30) days after the receipt by the Company 

of written notification of the transfer. Such election must be authorized by the Manager, or if 

there is no Manager by a majority of the Percentages then held by Members. 

6.3.2.2. Member Option. If the Company Option is not exercised, the 

remaining Member(s) ("Remaining Members") are hereby granted an option to purchase their 

pro rata portion of the Transferring Member's former interest in the Company ("Member 

Option") in the hands of an Interest Holder, for a purchase price determined pursuant to Section 

6.4. The Remaining Members must elect to make such purchase by the later of the end of sixty 

(60) days after receipt fi:om the Company of written notification of the transfer or by then end of 

thirty (30) days after receipt by the Remaining Members of written notification that the Company 

Option has not been exercised. 

6.3.2.3. Pro Rata Fraction. Each Remaining Member shall have the right 

to purchase that portion of the Transferring Member's former Membership Interest as shall be 

equal to their Percentage. The portion of such Transferring Member's former Membership 

Interest that each Member is entitled to purchase under this Section 6.3.2.3 shall be referred to as 

his or her "Pro Rata Fraction". Each Remaining Member shall have the right to transfer his or 

18 
her right to any Pro Rata Fraction (or part thereof) to any other Remaining Member. In the event 

a Remaining Member does not wish to purchase or to transfer his or her right to purchase their 

Pro Rata Fraction, then any Remaining Members who so elect shall have the right to purchase, 

on a pro rata basis with any other Remaining Members who so elect, any Pro Rata Fraction not 

purchased by a Remaining Member. 

6.3.2.4. Automatic Redemption. In the event that neither the Company 

Option nor the Member Option is exercised the Transferring Member's former Membership 

Interest in the Company, and/or any Pro Rata Fraction not purchased by a Remaining Member, 

shall be automatically redeemed by the Company without further action and within 20 days of 

expiration of the Member Option. 

6.3.3. The optiollll granted in Ibis Section 6.3 must in the aggregate be exercised 

to purchase the entire Membership Interest proposed to be transferred or such option shall be 

forfeited. The purchase optiollll shall be exercised by delivery of written notice of exercise to the 

Company and each Member at the addresses set forth in this Agreement, unless otherwise provided 

in writing by any Member, within the times provided, to the proposed transferor with copies to the 

Company. 

6.3.4. Purchase Price. The price of each Membership Interest to be purchased 

pursuant to the options granted under this Section 6.3 shall be equal to one hundred (100%) percent 

of the value of each such Membership Interest established under Section 6.4. 

63.5. Payment of the Purchase Price. The purchase price for Membership Interests 

shall be paid in cash. 

6.4. Valuation. The value of each Membership Interest to be transferred under Section 

6.3 shall be its fair market value determined or established pursuant to Section 6.4.1 or Section 

6.4.2, as applicable, as follows: 

6.4.1. Involuntary .Transfer Other Than Death or Dissohlllon. The purchase price 

of the Membership Interests to be transferred under Section 6.3.2 shall be the Capital Account 

balance of the Transferring Member on the Valuation Date. 

6.4.2. Involuntary Transfer Upon Death or Dissolution. The purchase price of the 

Membership Interests to be transferred under Section 6.3 shall be the fair market value of all real 

estate owned by the Company and its subsidiaries as determined by appraisal or appraisals as of the 

Valuation Date. Each appraisal shall be conducted by a qualified real estate appraiser with an office 

in the county where the real estate is located, which appraiser is mutually agreed upon by the 

Transferring Member or Interest Holder on the one band and the Members and the Company 

exercising their respective optiollll hereunder, on the other hand (the "Exercising Optionees"). If 

more than one piece of real estate is located in a single county, all of such parcels may be appraised 

by the same appraiser. For real estate located in different towns the appraiser for any particular 

property shall have an office in such town, as set forth herein. If the Transferring Member or 

Interest Holder and the Exercising Optionees do not agree on a mutually acceptable appraiser(s) 

within thirty (30) days after exercise of the respective options, then within ten ( 1 0) days thereafter 

19 
each of the Transferring Member or Interest Holder and the Exercising Optionees shall designate 

such a qualified appraiser(s) to appraise the fair market value of the real estate owned by all 

Subsidiaries of the Company. If the designated appraisers fail to agree on such filir market value 

within 10 days after the exercise of such option the (I) the fair market value shall be the average of 

both appraisals if the value of each respective appraisal is within 15% of said average or (2) if each 

appraisal is in excess of 15% of the average of both appraisals, both appraisers, together, shall select 

a third certified appraiser, whose detennination of fair market value shall be conclusive aod binding. 

Unless otherwise agreed in writing, if either the Transferring Member, Interest Holder or the 

Exercising Optionees shall fail to designate an appraiser within such ten (I O) day period, the 

detennination of the other party's appraiser shall be conclusive aod bindiog on the holder of the 

Transferring Member or Interest Holder and the Exercising Optionees. 

6.4.3. Valuation Date. The Valuation Date, as used in this Section 6.4 sball be the 

first day of the month subsequent to the month in which the Company receives actual notice of a 

transfer of Membership Interests or the month in which the death of the Member occurs, whichever 

the case may be. 

6.5. Voluntary Withdrawal. No Member shall have the right or power to withdraw from 

the Compaoy, and no Member shall be entitled to receive aoy distribution or otherwise receive the 

fair market value of any portion of its Membership Interest in the Company in compensation tar 

any pwported withdrawal from the Company. 

6.6. Substitute Schedule A. Upon admission of a Person as a new Member, whether by 

admission upon consent of the Manager pursuant to Section 6.1 above or by Traosfer pursuant to 

Section 6.2 above, the Manager shall attach a substitute Schedule A to this Agreement in lieu of 

Schedule A in effect at such time. Each Member constitutes and appoints the Manager as the 

Member's true and lawful attorney-in-fact ("Attorney-in-Fact"), and in the Member's name, place 

and stead, to make, execute, sign, acknowledge, and append substitute Schedule A to this 

Agreement The foregoing power of attorney is irrevocable and is coupled with an interest, and, to 

the extent permitted by applicable law, sball survive the death or disability of a Member. 

6.7 Insurance. For purposes of Section 6.3.5, the Company may insure the life of 

each Member, naming itself as beneficiary of such policies. All such policies of insurance shall 

be clearly identified on the books of the Company as being subject to the terms of this 

Agreement, and the policies and any proceeds thereunder shall be held by the Company in trust 

for the purposes of this Agreement. The Company shall pay all premiums on insurance policies 

taken out by it pursuant to this Agreement, shall be the sole owner of the policies issued to it, and 

may apply to the payment of premiums any dividends declared and paid on the 

policies. Notwithstanding the provisions of Section 6.3.5, an amount equal to the death benefits 

payable to the Company as such beneficiary under the policy or policies shall be paid in cash to 

the estate of the deceased Member on account of the purchase price of the Membership Interest, 

and onty the balance, if any, may be deferred as provided in Section 6.3.5. If the insurance 

proceeds exceed the purchase price of the Membership Interest, the excess shall remain the 

property of the Company. 

20 
6.7.l. If the Company is prohibited by law or by agreement with any bona fide 

lending institution from using all or any portion of the proceeds of the insurance policy or 

policies it owns on the deceased Member's life, this Section shall apply only to insurance 

proceeds which the Company may, by law or by such agreement, use to apply on the purchase 

price of the Membership Interest. 

6. 7 .2. In the event that any Member ceases to be a party to this Agreement 

pursuant to and in compliance with the provisions hereof, such Member shall have the right to 

purchase from the Company any insurance policies on his life owned by the Company pursuant 

to the provisions of this Section for a price equal to the cash surrender value of the policies and 

the unearned net premiums thereon, both as of the date the Member ceases to be a Member of the 

Company. The right to purchase shall be exercised and the price paid contemporaneously with 

the payment of the price for the Membership Interest purchased, if any, from such Member. The 

Company shall deliver the policies to the Member and shall execute any necessary instruments of 

transfer. In the event any policies of insurance are not purchased as herein provided, such 

policies shall be released from the terms of this Agreement. 

6.8. The Closing. Unless otherwise agreed by the parties, the closing of the purchase of 

Membership Interests pursuant to the options granted under Section 6.3 shall take place at the 

principal office of the Company. The closing of the purchase or redemption shatl take place ninety 

{90) days after the delivery to the selliog party of a written notice by the purchasing party or parties 

to deliver such notice of its, his or their exercise of the option or options to purchase the selliog 

party's Membership Interests. In tbe case of the purchase of Membership Interests from a deceased 

Member's estate, the closing shall take place within ninety (90) days after the appointment of a 

personal representative for the deceased Member's estate. If the determination of fair market value 

of Membership Interests under Section 6.4.2 is required, the closing shall take place within thirty 

(30) days after the date on which such firm flies with the parties such determination, if that day is 

later than any of the dates above specified. Upon the closing of the purchase, the selling and 

purchasing parties shall execute and deliver to each other the various documents which shall be 

required to carry out their undertakings hereunder, including the payment of cash, the execution and 

delivery of notes and the assignment and delivery of membership certificates, if any. Title to 

Membership Interests shall pass to the purchaser immediately upon payment as herein provided, and 

the Membership Interests shall thereupon be deemed delivered to the purchaser. In the event that the 

selling party or the personal representative of a deceased Member fails to deliver any documentation 

required for transfer at closing, the transfer shall nonetheless be deemed effective., and the Company 

is hereby authorized to recognize such transfer on the books of the Company, without receipt of said 

documentation. 

Sedlon VII 

Dissolution, Liquidation, and 

Termination of tbe Company 

7 .1. Events of Dissolution. The Company shall be dissolved upon the happening of any 

of the following events: 

21 
7.1.1. upon the affirmative vote, approval or written consent of those Members 

holding at least two-thirds (2/3) of the Percentages then held by Members of the Company; or 

7.1.2. at the time or upon the occw:tenee of events specified in writing in the 

Articles of Organization or this Agreement; or 

7.1.3. entry of a decree of judicial dissolution under the Act. 

1:2. Procedure for Winding Up and Dissolution. If the Company is dissolved, the 

Manager shall wind up its affairs in accordance with the Act. On winding up of the C~mpany, the 

assets of the Company shall be distributed, first, to creditors of the Company, including Interest 

Holders who are creditors, in satisfaction of the liabilities of the Company, and then to the Interest 

Holders in accordance with Section 4.4. 

Section Vlll 

Books, Records, Accounting, and Tax Elections 

8.1. Bank Accounts. All funds of the Company shall he deposited in a bank account or 

accounts maintained in the Company's name. 

8.2. Books and Records. 

8.2.1. The Manager shall keep or cause to be kept complete and accurate books and 

records of the Company and supporting docuroentation of the tmnsactions with respect to the 

conduct of the Company's business. The records shall include, but not be limited to, complete and 

accurate information regarding the state of the business and fmancial condition of the Company, a 

copy of the articles of organization and operating agreement and all amendments to the articles and 

operating agreement; a current list of the names and last known business, residence, or mailing 

addresses af all Members and Managers; and the Company's federal, state, or local tax returns and 

the Company's financial statements for the three (3) most recent years. 

8.2.2. The books and records shall be maintained in accordance with sound 

accounting practices and shall be available at the Company's principal office for examination by any 

Member or the Member's duly authorized representative at any and all reasonable times during 

normal business hours. 

8.2.3. Each Member shall reimburse the Company for all costs and expenses 

incurred by the Company in connection with the Member's inspection and copying of the 

Company's books and records. 

8.3. Annual Accounting Period. The annual accounting period of the Company shall be 

its taxable year. The Company's taxable year shall be selected by the Manager, subject to the 

requirements and limitations of the Code. 

8.4. Tax Matters Member. The Tax Matters Member shall be authorized to make all tax 

22 
elections on behalf of the Company and all decisions relating to the reporting, audit and review of 

all matters affecting taxation ofthe Company, including but not limited to any and all elections for 

federal, state, and local tax purposes and to execute any agreements or other documents relating to 

or affecting such tax matters, including agreements or other documents that bind the Members with 

respect to such tax matters or otherwise affect the rights of the Company or the Members. The Tax 

Matters Member shaU be the Manager. In the event the Manager is removed or resigns, a new 

initial Tax Matters Member shall be appointed by unanimous vote of the Members. 

8.5. Tax Elections. The Tax Matters Member shall have the authority to make all 

Company elections permitted under the Code, including, without limitation, elections of methods of 

depreciation and elections under Code Section 754. The decision to make or not make an election 

shall be at the sole and absolute discretion of the Manager. 

8.6. Title to Company Properly. 

8.6.1. Except as provided in Section 8.6.2, all real and personal property acquired 

by the Company shall be acquired and held by the Company in its name. 

8.6.2. The Manager may direct that legal title to all or any portion of the Company's 

property be acquired or held in a name other than the Company's name. Without limiting the 

foregoing, the Manager may cause title to be acquired and held in its name or in the names of 

trustees, nominees, or straw parties for the Company. It is expressly understood and agreed that the 

manner of holding title to the Company's property (or any part thereat) is solely for the convenience 

of the Company, and all of that property shall be treated as Company property. 

Sedion IX 

General Provisions 

9.1. Assurances. Each Member shall execute all such certificates and other documenl1l 

and shall do all such filing, recording, publishing and other acts as the Manager deems appropriate 

to comply with the requirements of law for the formation and operation of the Company and to 

comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the 

property of the Company. 

9.2. Notifications. Any notice, demand, consent, election, offer, approval, request, or 

other communication (collectively a "notice") required or permitted under this Agreement must be 

in writing and either delivered personally or sent by certified or registered mail., postage prepaid, 

return receipt requested. Any notice to be given hereunder by the Company shall be given by the 

Manager. A notice must be addressed to an Interest Holder at the Interest Holder's last known 

address on the records of the Company. A notice to the Company must be addressed to the 

Company's principal office. A notice delivered personally will be deemed given only when 

acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be 

deemed given three (3) business days after it is mailed. Any party may designate, by notice to aU of 

the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to 

those substitute addresses or addressees. 

23 
9.3. Specific Perfonnance. The parties recognize that irreparable in jill}' will result from 

a breach of any provision of this Agreement and that money damages will be inadequate to fully 

remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the 

provisions of this Agreement, any party who may be injured (in addition to any other remedies 

which may be available to that party) shall be entitled to one or more prelimi.ruuy or permanent 

orders (i) restraining and enjoining any act which would constitute a breach or (ii) compelling the 

performance of any obligation which, if not performed, would constitute a breach. 

9.4. Complete Agreement. This Agreement constitutes the complete and exclusive 

statement of the agreement among the Members. It supersedes all prior written and oral statements, 

including any prior representation, statement, condition, or warranty. Except as expressly provided 

otherwise herein, this Agreement may not be amended without the written consent of all of the 

Members. 

9.5. Applicable Law. All questions concerning the construction, validity, and 

interpretation of this Agreement and the performance of the obligations imposed by this Agreement 

shall be governed by the internal law, not the law of conflicts, of the State of Florida. 

9.6. Section Titles. The headings herein are inserted as a matter of convenience only, and 

do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof. 

9.7. Binding Provisions. This Agreement is binding upon, and inures to the benefit of: 

the partie!! hereto and their respective heirs, executors, administrators, personal and legal 

representatives, successors, and permitted assigns. 

9.8. Jurisdiclion and Venue. Any suit involving any dispute or matter arising under this 

Agreement may only be brought in the Florida State Court in Miami-Dade County having 

jurisdiction over the subject matter of the dispute or matter. All Members hereby consent to the 

exercise of personal jurisdiction by any such court with respect to any such proceeding. 

9.9. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, 

feminine, neuter, singular and plural, as the identity of the Person may in the context require. 

9.10. Separability of Provisions. Each provision of this Agreement shall be considered 

separable; and i4 for any reason, any provision or provisions herein are determined to be invalid and 

contrary to any existing or future law, such invalidity shall not impair the operation of or affect 

those portiollli of this Agreement which are valid. 

9.11. Tax Treatment. The Company shall be disregarded for federal and state tax 

purposes, and shall report its income accordingly. 

9.12. Counterparts. This Agreement may be executed simultaneously in two or more 

counterparts, each of which shall be deemed an original and all of which, when taken together, 

constitute one and the same document. The signature of any party to any counterpart shall be 

24 
deemed a signature to, and may be appended to, any other counterpart. 

IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be 

executed, under seal, as of this 24th of November 2014. 

Dated as of the date ftrSt above written. 

25 
Name and Address 

ADOLFO MORENO 

3650 NW 82nd Ave. 

Suite407 

Dora!, FL33166 

MICHAEL MENDEZ 

3650 NW 82nd Ave. 

Suite 407 

Dora!, FL 33166 

Name and Address 

ADOLFO MORENO 

3650NW 82n4 Ave. 

Suite407 

Dora!, FL 33166 

MICHAEL MENDEZ 

3650 NW 82"d Ave. 

Suite407 

Dora!, FL 33166 

SCHEDULE A 

LIST OF MEMBERS 

Initial Capital Contribution Percentage 

$300,000.00 75% 

$100,000.00 25% 

LIST OF MANAGERS 

26 
EXHIBIT 21AIR-3 

OWNERS' AFFIDAVITS OF CITIZENSHIP 
STATE OF: FLORIDA 

COUNTY OF: MIAMI DADE 

llAIR,LLC 

Affidavit of Citizenship 

Subscnoed and sworn to before me this 17 day of February, 20 I 5. 

[SEAL] 

My commission expires: 

Signatureo 

Janina Oliveros 

CCMMISSION #E£164735 

EXPI!lES: JAN. 30,2016 

www.AARO!INOTARY,t:OIII 
21 AIR, LLC 

Affidavit of Citizenship 

STAIF 01·: Florida 

COUNTY OF: Dade 

Michael Mendez. being first duly sworn. deposes and says: 

That he is a citizen of the United States of America. 

[SEAL] 

My commission expires: 1 ,-.; ,,, CJiiveros 

., f.E 164735 

•.•. > ,;,>j. 30.2016 

,·. ·n -

1'¥. 1\;\>\\JNNVIARY.corrl 
EXHIBIT 21AIR-4 

APPLICANT AFFIDAVIT OF CITIZENSHIP 
21 AIR, LLC 

Affidavit of Citizenship 

STATE OF: North Carolina 

COUNTY OF: Guilford 

Michael Mendez. being first duly swom, deposes and says: 

I. That he is the duly elected, qualified, and acting as CEO of21 Air, LLC 

("21 Air") and that he is authorized to and does make this affidavit for it. 

.., 

.... That 21 Air is a citizen of the United States within the meaning of 49 

U.S.C. §40102(a)(l5). 

3. That 21 Air is a corporation organized under the laws of the State of North 

Carolina. 

4. That the President and at least two-thirds of the Board of Directors and 

other managing ofTicers of 21 Air are citizens of the United States. 

5. That 21 Air is in fact under the actual control ofU.S. citizens. 
Affiant says nothing further. 

Subscribed and sworn to before me this 

[SEAL] 

My commission expires: .• , , 1 Oliveros 

· rdtE 164/35 

. ·;, .il)i. 30,2016 

v~ I;'.'i- /~Ai~ONNOTARY,com 
EXHIBIT 21AIR-5 

KEY PERSONNEL AFFIDAVITS OF ClTIZE!'ISHIP, RESUMES 

& COMPLIANCE QUESTIONNAIRES 
1062 SW 156 Terrace 

Pembroke Pines, Florida 33027 

305-439-4149 

Michael Mendez 

Summar.'' of Qualifications 

• Extensive experience with review of aircraft leases and purchase 

agreements including the handling of aircraft acceptance and returns. 

• Establishing Department budget guidelines. 

• Licensed Airframe and Powerplant Mechanic. 

• Strong background in aviation positions of diverse responsibilities, 

including: Management positions in Maintenance, Quality Control, 

()pcrations and Training Departments. 

• Have held FAR Part 119 operation specification positions. 

Experience 

12/U to Present Chief Executive Officer, 21-Air, LLC. Greensboro, North Carolina 

7/04 to 12/13 

5/99 to 7/0~ 

• Creating, communicating and implementing the companies mission 

• Uevelop and implement the company's marketing strategy. 

• Developing and directing the company· executives team to establish an 

organization that is professional and efficient, in order to maintain a sake 

and cost efficient organization. 

Aviation Consultant, Aviation Specialist, Inc., Pembroke Pines, Florida 

• Review aircraft lease/purchase agreements for the purpose of advising 

clients regarding technical and FAA regulatory matters. 

• Specializing in airline certifications and FAA liajson for foreign carriers. 

• Establish maintenance programs to standardize fleets and meet FAA 

requirements. 

• Advise clients regarding technical issues and values in connection with 

insurance claim. 

Vice President 1\taintenance and Operation, Arrow Air (f'/kla Fine Air), 

Miami, Florida 

• Responsible for the developing budgets for each department and the 

implementation of procedures to operate within the established budget. 

• During this time frame, I was placed on Operations Specification taking 

over the position and responsibilities of Director of Maintenance and Chief 

Inspector at ditl'erent times. 

• Report directl.Y to the Chief Operating Officer/President. 

• \Vorked directly with General Counsel, CFO, and President regarding 

aircraft leases, purchases, and sales including contract review and aircraft 

delivery processes. 
3/93 to 5/99 

5/89 to 3/93 

5/87 to 5/89 

• Develop policies and procedures for Maintenance, Quality Control and 

Operations departments that conform to all .Federal Aviation Regulations 

and company policies and procedures. 

• Deal directly with the FAA in coordinating program changes to meet new 

regulatory requirements. 

{;eneral Manager, MCD Accessory and Overhaul, Inc., Miami, FL 

• Responsible for the day to day operation of a ll.S.- FAA approved repair 

station with class 1, 2 and 3 ratings. 

• Responsible for the allocation of resources and the establishment, 

implementation and supervision of policies, standards and procedures for 

both production and quality assurance to meet all safety, FAA, customer 

and production requirements. 

• Responsible for all personnel selection, training and scheduling. 

• During same time period, maintained Aviation Professional Services, Inc. 

performing aviation ('onsulting. 

Ceneral !\tanager, Miami .Jet, 1\liami, FL 

• Responsible for the day to day operation of a ll.S.- FAA approved repair 

station (#765-98) for JT3C and JT3D engines. 

• Responsible for the allofation of resources and the establishment, 

implementation and supervision of policies, standards and procedures for 

both production and quality assurance to meet all safety, FAA, customer 

and production requirements. 

• Responsible for all personnel selection, training and scheduling. 

Vice President Maintenance, Arrow Air, Inc., Miami, FL 

• Reported directly to the President. 

• Developed policies and procedures for both Maintenance and Quality 

Control departments that conformed to all Federal Aviation Regulations 

and company policies and procedures. 

• Dealt directly with the FAA in coordinating program changes to meet new 

regulator)' requirement. 

• Established a department and stall' able to provide the manpower, facilities, 

equipment and tools necessary to attain the goals established for aircraft 

maintenance, qualit)' control, and engineering at any location where the 

need arose. 

• Directed staff members to assure that they carry out all maintenance 

engineering and CJUality control activities on time, safety and within 

allocated costs. 

• Established programs for the department to aid members of the 

supervisory statl' in handling company policies and procedures with budget 

guidelines and while maintaining a harmonious working relationship. 

• Established and supervised the implementation of standard procedures for 

the overhaul inspedion and repair of aircraft, engines and components. 

• Developed bud~et requirements for both the current operation and capital 

expenditures. 

• Reviewed maintenance dela_ys and systems problems to suggest improved 

maintenance and quality control procedures. 

• Directed personnel to establish standards and perform the training of 

inspectors and other qualit)' control personnel, mechanics maintenance 

2 
5/84 to 5/87 

7/81 to 6/84 

4/80 to 6/ Sl 

6/77 to -1/80 

Educati,Jn 

Reference~ 

representatives, and related maintenance personnel, including work 

standards and scheduling manpower requirements. 

l)irector Maintenance, Arrow Air, Inc. 

• Developed a department capable of cflicicnt and economic accomplishment 

of all maintenance and quality control functions of the airline, providing 

airworth.Y reliable and clean aircraft, timely for flight. 

• Established department work standards, hours of work and shifts to be 

\torked. Direct planning function and work capability, in conjunction with 

Quality Control. 

!\laintenance Supervisor, Air Florida, Miami, FL 

• Responsible for the negotiation of maintenance contracts with other airlines 

and maintenance handling agencies, ensuring performance in accordance 

\Vith handling agreements. 

• Ensured a high standard of qualit_y control and safety monitoring in 

a.ccordance \Vith the Company's maintenance and policies. 

Aircraft iVlechanic, Air Florida, Miami, FL 

• Involved with all phases of the following: Troubleshooting and heavy 

inspections''" 11727,11737, DC-9 and DCIO. 

:\ire raft \lechanic, General Air Sen:ices, Miami, FL 

• Airtraft car~o conversions includin~ heavy structural and system 

modification. 

• Engine build up on 11737,11727, DC-8, DC-6, L-188, and CV-880. 

• 1977 Graduated from Coral Park Sr. High School, Miami, FL 

o 1974 to 1978 George T. Baker Aviation School, Miami, FL 

Graduated as Airframe and Powerplant Mechanic No. 266378801 

• Attended DC-10/DC-8 and 11727/737/747 training schools, both factory 

and carrier. 

o Attended Pratt & Whitney ECMll Training. 

Submitted upon request. 

3 
Freddy Gomez 

8615 NW 190 TetTace- Miami, FL 33015 - (305) 436-4940 

fgomez@21-air.com 

Experience Summary- Airline Cargo Financial Manageme,n"t ____ . 

Airline Cargo and Financial Management experienced professional responsible for directing, administering, 

and coordinating the activities of the organization in support of policies, goals, and objectives established by 

the chief executive officer; by performing the duties personally or through subordinate managers. Experienced 

acquired with hands-on work in both developed and developing airline cargo businesses. 

Skills Highlight ___ _ 

• Abiliry to support multiple projects, with proven leadership success over a wide variety of functional 

business areas. 

• Extensive knowledge and experience oft he Airline cargo business financial operations. 

• Excellent interpersonal, administrative and leadership skills. 

• Ability to supervise and perform tasks efficiently and effectively. 

• Proficiency in English and Spanish. 

• Knowledge of Accounting software (Aiere); Internet software (Explorer); Order Processing systems 

(Cargo Link); Payroll systems (ADP); Spreadsheet software (Excel) and Word Processing software 

(MS-Word). 

Professional Experience 

21 Air, LLC- Greensboro, NC Mar 2014- Present 

Chief Financial Officer 

• Head of Corporate Finance. In charge of all aspects of tinancial planning and management. 

• Synthesize complex and diverse intormation and data; using intuition and experience to complement 

data; Design work flows and procedures. 

• Evaluate route profitability tor short term results and long term profit yields. 

• Strategic tinancial planning of new business ventures and re-evaluation of ongoing projects. 

• Develop and coordinate prq_ject plans: communicates changes and progress; manage project team 

activities. 

• Exhibit confidence in self and others; Inspires and motivates team members to perform well; 

effectively influencing actions and opinions of others. 

• Demonstrated business acumen, understanding implications of decisions; demonstrated knowledge of 

market and competition; aligning work with strategic goals. 

• Organizational support for various functional areas requiring financJal guidance; adhering to policies 

and procedures. and pertinent regulatory requirements. 

• Develops strategies to achieve organizational goals; understands organization's strengths & 

weaknesses; analyze Air Cargo market and competition; identify external threats and opportunities; 

adapt strategy to changing conditions. 

---· .. ·--·-·"• 
Freddy Gomez 

8615 NW 190 Terrace- Miami, FL 33015- (305) 436-4940 

fgomcz(Q\21-air.l;om 

Solar Cargo- Miami, FL May 2011 - Present 

Controller 

• General accmmting system and department supervision 

• Monthly financial reporting and analysis 

• Excel 

Skylease Cargo- Miami, FL July 2010- April2011 

Controller 

• General accounting system and depattment supervision 

• Monthly financial reporting and analysis 

• Excel financial templates development 

Arrow Cargo- Miami, FL Jan 2006- June 2010 

Fuel Management & Credit and Collections Manager & Budgeting and Planning Director 

• Staff planning, decision-making. facilitating and process improvement; makes self-available to staff; 

Provides regular pertonnance feedback; Develops subordinates' skills and encourages growth; Solicits and 

applies customer feedback (internal and external): 

• Managed staff work assignments; matching the responsibility to the person; setting expectations and 

monitored delegated activities; provided reco!.,'Tlition for results. 

• Developed and implemented corporate wide budget and collaborated with senior management on 

concurrent plan: contributed to the conservation of organizational resources. 

• Tracked fuel consumption and inventory of airline fleet and stations reporting 

• Setup a systematic process and review of outstanding receivables to collect and maintain cash flow. 

--···-~·-~····---··· 

South Winds Cargo- Miami, FL May 2002- Jan 2006 

Controller 

• Monthly financial reponing. 

• Improved and promoted quality in the accounting process. 

• Coordinated transactions of foreign entity with domestic office 

Staf Airlines I Cielos del Peru -Miami, FL May 2002 -Jan 2006 

Accountant 

• Monthly financial reponing 

• Operations costs analysis and controls 

• Assesses strengths and weaknesses of the staff and provide training and development opportunities; 

sharing expertise with others as a development tool. 

Education 

• Bachelor Degree Accounting 

• Minor in Finance Management 

Universidad Libre de Cali, Colombia 

Universidad ICES!- COOYIEV A 

--···-~·--··· 

*Retbrences upon request. 
David R. Norgren 

2639 Hidden Pond Cove 

H1gh P01nt, NC 33196 

United States 

OBJECTIVE 

Ch1ef Ptlot 

LICENSES AND RATINGS 

FAA Airline Transport Pilot· A1'plar1e Multi Engine Land 

Type Ratmgs: MD·ll, B-757/767, DC-10, L-!Oll, DC-8 

CIR APCH VMC only- MD·!!, DC·lO, L·1011, DC-8 

FAA Commerc1al P1lot • Airplane Single Engine land, Instrument 

FAA Flight Engineer ·TurboJet 

FCC Restricted Radiotelephone Operator Perm1t 

FAA First Class Medical • Must Wear Corrective Lenses 

US Passport 

FUGHIIIME 

Total Time 12005 

Fltght Time 

P•lot 

PIC 

PIC TurboJet 

SIC TurboJet 

10,135 

7,035 

6,580 

2,790 

B-767 PIC 505 

B-757 PIC 470 

B-757 SIC 84 

MD·ll SIC/IRQ 76 

DC ·10 PIC 3,091 

DC-10 SIC 60 

L-1011 PIC 2,500 

L-1011 SIC 1,151 

DC-8 PIC 155 

DC·SSIC 1,419 

General Av1at1on 530 

EMPLOYMENT INFORHADON 

ovnamic Alrwavs 

Chief Pilot 

Flight Engrneer 

DC·8 1,372 

Email: 

Tel: (321) 427· 7934 

Cell: (321) 427·7934 

Sept 2014 • present 

Chief Pilot/ Check Atrrnan 6-767 Reports to the Director of Operat1on, Responsible for all duties of a Ch1ef Pilot 

tor a 121 US Air Carner, mcludmg the developement of Standard Operating Procedures tor the 8~767, Monitor 

Pilot conformance to Company Pollcies and Procedures, tmplement and coordinated a cotnpehensive CRM 

program, Evalute and assess Fhght Crew member problems and takes steps to alleviate such problems. Other 

duties include Pilot Tralmng and Crew Scheduling. Check Atrman duties mclude Pilot Simulator Training and 

Checkmg, Line Operatmg Experience for Pilots (OE) 

Dynamic Airways Aug 2013- present 

S-767 Check Airman/Asst. Dtrector, Operations Miami 

As a B767 Check A1rman, dutieS Included S•mulator Traming and Checkmg, Line Training(OE) and Checking. 

Responsiblit•es include rev1ewmg the quality of content m the training matenal and updating when required to 

prov1de the highest quality of training matenat 

Dynamic Ahwav$ Aug 2012 ·Aug 2013 

D1rector of Operat;ons/Check A1rman 

Served as ou·ector of Operations dunng transitional operations wh1le ownership sought to sell the Company and 

restart as a new entity. Prepared a restart plan to include the re~hiring/hiring of new staff and trammg footprint 

for all new employees to include Might and cabm crew. Working closely w1th the FAA and local FSDD to keep the 

certificate active and keeping them informed of our status with regard to new ownership and restart plans 

Dynamic Airways Feb 2011 - Aug 2012 
Chief Pilot/Check A~rman 

Chief P•lot/ Check Airman B-767 Reported to the VP/Director of Operation, Respons.ble for all duties of a Chief 

P1lot for a 121 US Air Carner, indudmg the develope men\ of Standard Operating Proceoures for the 8-767, 

Mon1tor Pilot conformance to Company Policies and Procedures, •mplement and coordinated a compehensive 

CRM program1 Evalutes and assesses Flight Crew member problems and took steps to allevtate such problems. 

Other duties included Pilot Training and Crew Scheduling. Check Airman duties included Certification of B-767 as 

a lnit1al Cadre Check Alrman to include conducting Proving runs with the FAA for certification, P:1lot Simulator 

Training and Checking, Line Operating Experience for Pilots (OE) 

Skylease 1 Inc. D.B.A Skylease Cargo 

M D-11 flight crew 

Flight Off1cer Out1es S!C/IRO 

Arrow Air. Inc. (D.B.A) Arrow Cargo 

Chief Pilot/Check Airman B· 757 

Oct 2010- Feb 2011 

Oct 1993 - Oct 2010 

Chief Pilot clut•es of a 121 US Air Carrier, (Nov 2009 to Oct 2010) also respons1ble for Pilot Training Department, 

Supervised Crew Schedulers and Performed Check Airman dulles, both on the B-757 and L-1011, Line Check 

and OE as well as Simulator Instructor. Captam- B-757, DC-10, L-1011 and DC-8 Fwst Officer L-1011, DC-8 

Flight Engmeer DC-8 

EDUCATION. AWARDS AND ACHIEVEMENTS 

Assoc1ate of Science Degree from Miami-Dade Community college 

Professional Pilot Technology, 1993, Miam1, Florida 

EIG Watson scholorship wmner 1993, Miami- Dade Community Collge, M'1am1, Flonda 

Arrow Air Contract Tram1ng, Flight Engineer DC-8, August 1993, M;ami, Florida 

Commumty College of the Air Force General Stud1es 

Umted States A<r Force Enlisted October 1986 to May 1991 Honorable Discharge 

Veteran 

Nc flight VIOlations, Accidents or Inc1dents 

ADQITIONAl SKillS 

121 US A1r Carrier Expenence, mcluding Worldwide International Operations as well 

as DOD contracts. 

PERSQNAL INFORMATION 

DOB October 31, 1967 

Excellent Health 

He•ght 6' 1"; Wetght 205 lbs 

Non smoker 

Married 

Willing to relocate 
7H06 Thomas Road 

Stokesdale, NC 271,57 

TODD H. THOMAS 

Home: (336) 643-5492 

E-mail: tthomas2232@triad.rr.com 

PROFESSIONAL ACHIEVEMENTS- SUMMARY 

21-Air. LLC, Greensboro, NC 

Director of Safety & Security 

ORANGE AIR, LLC, Sanford. FL 

Director of Safety & Security 

DYNAMIC AIR \VA YS, LLC. Greensboro, NC 

Manager of Safety & Security 

Contract Securi;y 

SILVER AIR\\ A YS, LLC, Ft. Lauderdale, FL 

Director of Cor,Jara:e Security 

VICTORY JET. LLC, Greensboro. NC 

Manager of Safetv & Security 

DYNAMIC ALH iA YS, LLC, Winston-Salem. NC 

Manager- Safety & Security 

PACE AIRU\ :,. :~C., Winston-Salem, NC 

Director of Sa:·~;_, & Security 

Senior Manager- Safety & Security 

Manager of Corporate Security 

Assistant Manager of Security 

PIEDMOI\:T PI IVTHOR!\:E AVIATION, Winston-Salem, NC 

Sales Represc,·tot~'ve, Airliner Sales Division 

2015-Present 

02115 - present 

2014-2015 

08114-01115 

2013-2014 

01114-07/14 

07113-12/13 

2012-2013 

09112 - 07113 

2011-2011 

03111 -07/11 

2010-2011 

01/10-02111 

2001-2009 

09/09 - 09/09 

0 1108 - 09/09 

12/02 - 01108 

11/01-12/02 

1997-2001 

07/97- 11/01 
MERIDJA;\1 ,JET f>ROP, INC, Winston-Salem, NC 

Director of Sales 

lJSAIR, INC.' .''.1 ,1gwn. D.C. 

Material ConlmUer, Ch~rlotte, NC 

Consumer Affairs Representative, Winston-Sakm, :-JC 

Part-Time Customer Service/Ramp Agent, Greensboro, NC 

PIEDMONT ~·::_c,>J AIRPORT AUTHORITY, Greensboro, NC 

Manager of J\larkcting Services, Greensboro. NC 

Marketing Intern- \part-time), Greensboro. ~C 

UNITJW STA'. L . .:; .'\IR FORCE, !Sgt.) 

Inventory ]\fm:c>"emeot Spt:dall~t, Seymour Johnson AFB. Goldsboro. NC 

Inventory M:uu.~~emcnt Specialist Course, Lowry AFB, Denver, CO 

Air Force Basic Training. Lackland AFB. San Antonio, TX 

OTHER ACHIEVEMENTS 

• Air Force (.),,-,mendation Medal 

• Air Force (]ell:\ Conduct Medal 

• Pri vale Pi l~ ,: 

• Past Churd· : ·"Y Leader- Palestine UMC and Stokesdale UMC 

• Past Presi-lc· ··A Stokesdale's Good Samaritan Ministries 

EDUCATIOl\' 

B.S. Business Management with Concentration in Marketing 

University of North Carolina at Greensboro 

1996-1997 

0 1/96 - 06/97 

1988-1996 

08/94 - 01/96 

08/93 - 08/94 

0 I /90 - 08/93 

09/88 - 01/90 

1988-1989 

01/89 07/89 

02/88 - 0 1/89 

1981-1985 

01/82-08/85 

11/81- 12/81 

09/81- 10/81 
()bjceti\'C: 

Brian E. Lynch 

mrbell52@hotmail.com (9371-205·2896 

P.O. llox 811 I 3068 Sharpsville Road 

LynchburA, Ohio 45142 

I \\ould !1"-.t; to furlh;.'J my car.::er in an aviation or r~.~l,ne<~ field. My ~kills include structures, A&P. and fuel 

")'h:TiJ<; :,·L·hn:ci,.;.n. \1y hJckgn1und al-,o include~ JH:.tnagt:ment. NLJT, and :raining skills. 

EdlH:ation: 

Entllloymtnt: 

Bachelor t~( SdenL'e in Professional .4eronautics 

Honors: cum laude 

.-issociate degree in :1.pplied Business 

A.\·sociale degree in .4rts 

.1illrame aud Power plant Certijicate 

~ .. \ rk·hhun!A~'lav )une o( Jl)l) I, 

HiRh School diploma 

December 15,2014 to present 

lh namic Airways 1\ovember 4, 2013 to December 12, 2014 

I hnld lhL' ·.:1!.; ot \L:1agcr ofTc-chni;.:at Service~ and Training. Responsibilities for training include 

.:n-:tcnn~ ~!ut tll._" r.:n:in.· tfaining curric~!lum i~ ke-pt current and: conforms to all manuals and meet.; FAA 

fCLjt:ircn:;.'dl\. I ,th<"l plan ami \Chedulc all1ormal and rccurr~nt training, coordinate with all departments to 

crb.lft' tlu .dl tlwir rraining n;,;~·Lb arr: being ;nd. prepare all cuurs.ev."are for approval by the Director of 

ln::intcn::c,~_''-' :il:'-i t::lec:or ot Qua!i:y. and provide OJT lr:1ining as nece:-.;.;ury for all personnel in the 

il!~.illt','t1;t:-t;:c. ittL'h:d:ng contra~.·t nmintcn~d1Ce. and qu;.tlity t!;;partments. The Manager of Technical Services 

pn.,:tinn iL~-.., tn:.: follov. ing r~.~-.;pons!!;ihtit-•s: 

I! ~ \::tt'rtllinc clT..:cti\ity and rc"ljuircd acllt111 of AD·,., and revi'"t!ons that are i"'sucd by the FAA 

21 . ,~,;,tr Eo·.., <tra1 FCfY:. to comply whh mttim.:n;mcc rt•-quiremenb on our Aircraft 

;J ,- ,;\tL~\' :.:.:d di'->cu:.;,, momhly \1;:tric~ :b:t! nrc us~d in m1r CASS program 

-i..J .~r.::·.- :e\\ iog" and ... ur.mit SDR 's to the E:\A as required 

5: .'\ ... :--i:< 'A;!,, IH,~intcnance trouhl.:..;hootinJ:-!. dn nt~r aircra11 and operation 
6:· lmd. chronk· :tin.: raft pn:hkms with .,yst!:llb ;md (.'Omponcnts 

7! t\,_,j_-.r tht• D0.\1 <.111d DOQ a-o rt>quircd 

S} As•;lst with :-.pecial prnjec-> for the ain.Ti.!tL gmunJ 'iUpport, and generallogis~ics 

l>ynCorp International March 2, 21113 to September 30, 21113 

J \\ u..," Rut~u·) Wing instrw.·tor lor rh~ Atghani:-;tan ~ational Army fur the Ru~-;ian MI-l7 and the !vtJ-35 

!Jo..:licnptt'L Dut1e-. ;r.chtde tr;.lining 'aud.:nts ro underswml the prupcr use of paperwork, maintenance 

prott'ttl,rt:-,. inspt: ... ·uon proccddt\'s. and bask· electronics I avmnics function~. These duties are performed 

und ... ·r dlrn'lJve frum tht' U.S. Air Force fnr :he p:Jrpo-;e of Coumer-Narcotics and Coumer-Tem)rism Global 

Support. The rru!n;n,l,! b formal da\sronm and hand~ on t!"<tining ranging from 3 days to 10 weekl-i in 

k·ngth. 

rhnCo:rp International August 5, 2012 to March l, 2013 

! w~:" :111 Aircr.:t1 .\1echank i Yl<.limcnance ]n,>,trucmr forth('; G222 cc,rgo aircraft platform for the 

Af.t:il~ld,un A1r Force. Du1!~s arc to nuintain tbe air..::raft to airworthy stand:.tn.h fAW' the manufacturer 

l~'.:h Dm~1 -:nd 10 r..:ady aircraf; to pert~lrn: mi::.sion:.; ac'-'lKding to flight schedule and perform the required 

Jn..,pc" ::t'n" !'or pr~..· Jnd po~t tllght. Other duties arc the training of lhc Afghanis:t..tn Air Force maintenance 

pt•:-.,~,>nr;cl in tile i(lr,·.lal da ....... nlom environment anJ <.1lso ~n thL' hands on truining of maintenance tasks. I 

h:l\\; de\L't(;pcd t!k Power Point pre~entaLnns for Ihl." fonnai clas:\room training asing inpm from the 

trainin~ -.k·panmcnl anJ the training depa;rment\ standard operaling procedmc. 

Great Oaks CDC/ Laurel Oak' Campus 'Vlarch 2005 to present 

[n ... m.<: adulh ;:nd high "~bon! -.tudents cnrolk'd to .tttain !hei; FAA General, Airframe, and Power 

ph1nr 1~-.·,'!hc. Ctlmpo.-..c Pov.erPol!Jt pn.:c-.cntation~ for cla,~ronm lectures and Excel ~pread,heets for 

pro;:rt'-"" .111d ~radv n:pofh. Crc<H>: lab projc.:t.'- for dire.:ti(m and hand.-. on experienc~ for aircraft anJ 

fL'Ltt...'d :-,: "tl'!ltc., P.::rform an 1!1\'enwry of hardware :.md components for present and future lab projects. 

();;:: ! npL' in the w1 m of focu\ groups t~1r issues. both pmitive and negative. that h:l:ve an etfect on the 

pn-~2!:am. 

Sk\·King Inc. May IS, 2009 to September 21113 

;-i11ld :!k' ti:;c of ;·JigN mt'L'hanic f,tr a p,t-.x-ngtr chartt:r service that oper;:itcs international and domestic. 

Ai:-LT~l!llype.., me :_he B767-200hR <.:nd The B7J7-200/400. Duties arc to perform inspections and repair 

rn:,in:c:J~l!'-~·~.· iknh with l:1:k or no -;uppnrt in the line cnvironn1e01. I wa;.; also involved with !he proving 

n::J-._ \\;!h .ht' I,\/\ for the addition of the B767-200ER alrnaft to the l21 certiflci.He. 

AI!X AIR Inc. De<:ember 2010 to present 

I wort-. pan timt' in the :vlui:1t~nan:.:c Control Dep~rtmen!. Joh duties are to ensure that 

u::ti:'tl,'l;clh,'t-· pe;·-,oll~l:..'! have the roo!.,. parh, and tl!chnic£d daw that they need to keep our aircraft in 

opcf~t::u!L Other ch:<ic-, IOclud..: updating informal ion 011 JIJ aircraft C>O that the operating ~tutus is known 

and t-an he: U'>t'd ~:y t!:e d!!Terl.!nl depanmcnt:-> to ""'hcdule m~tintenanct\ nights, in:-;pectlons. >Lnd overhauls. 

L~J Communkations, Vcrlex Aerospace May 9, 20 II to August 5, 2012 

I ~,_.,,the title ,)f Site L.~~td!Fnk·rul Contractor t~}r 1hc JCA progran1 ~upporting the C27J Spartan fur 

;he~ nile-,; .\T<.H<."') /\,;·National Guard. Lne maintcnanct~ duties include the "ervicing of aircraft systems 

dLLI!!,' rot:int: m~\i'1t:.:nan~e. trouhlc-.,hom and repair new <.!iscrepuncies, p-zrform scheduled maintenance 

ikil> ~tiOJi !:'- with -.,,;hcd n!ed in.-.pt\.:tJOII\, anJ ~o,upporr the launch and capture of the aircraft during any 

mi ... -.!Oli .. ...:l1ppon d.:iic~ inclutlt• keeping rcCt)rd .... ofth<: :-.uppc;t1 equipment that is needed and on hand, 

r:,~· t>.e of .:xpt.~ndable itcnh <J.nd keepmg track ot' all 'itnCk on har;d. Other re~ponsibiflti~:; include 
tL:,~nt:t:t:ul;:. ~tcct.r;dc- rccnrd:.. for ;hi..' aircraft, mamtilining ~he calibration of the tooling, and L:lso being 

;,1\ :u!..:.~Jk ,->lr d<?ployrnem with the aircraf: ho:h domc,;;ic and abroad. f have a Full Secret Clearance and 

h~l\ -.· tJ.._·::n ;() th.: OE\1 :..dmol for the C27 J Span .. ;n Aircraft ut rhe Alenia facility in Turin, ltaly. 

Standard Aero Maj 3, 2010 to May 3, 2011 

l.)c;::Ji, \ in'>pt:t:!Or for the overhaul and repair of turbine engine pans Outing the incoming, in-process, 

and r~n~!l :n<...pl't'!Jdn pr"i)Ces~. Read cu:-.tomer pun.:hu:-.e orders to determine their needs. Research applicable 

cnJ:!:l~c: nwnu~;L-,_ ~ur\\Orthines" directive-., ~ervice bulletin:.., and :-.pecial job/task cards a~ required. Cse 

caJi'nniic~.: nlt::;<,utin~ tooh for dimensi\mal insp<"ction. Create shop order~ from the information obtained 

fror_l rll.._•: hpt'<.:lioft rxo.:"C">~ to guide the pan thnr.JI:!h the shop. Final inspect parh after shop orde-r 

Ct"PpJ.:L\11~ \o d~!t<:::lninc end condiuon and i-.su~,_~ a cenifi..:ution dependant on the customer requirements:. 

C.._'rtit';,;,_! ,,n, LT'.!.;tc~: arc FAA X l30<L f-AAJEASA dual rc!e~;se H 130-3, CAAC-038, and the Certitkate of 

CoM,J:-nt Jk't: ld:· n,;J) ~:in: raft applit:ation..:. 

June 1, 1998 to May 1, 2009 

h.:rr, T :-: !n ... pc'-·:ion, main:cnance, and repairs on airC!'iltl ~tnn.:tural member:-., a;rcraft electronic and 

lllt::..IJ:,t:i'-··1' "}"tcu~.\, <-:.m:raft fuel :-.y~tems, and aircraft prtlpubion systems. Perform these tasks Jn the 

h::;.l', ), :i:,,.: .~nd Ol;hUtion (.'nvironment..;, Lead a spt>dal training group in the familiarization. 

t!\h:nk·..,il( •dtin,t! ,: nd re-pair of uur B 76 7-200 a:rcraft. Re'-lponsihk: for giving accurate times of job anJ 

fi;"J_!,.i: pm._c~~ (dlLjl.<.:"liU!i so ;<in.:raft usage can h~ all01..::tted accordingly. Re~carch and ordt!ring of parts 

ncc~::t~ !·,, rt•p:.t:r, :ithcr from nur on-site stores department or from an outside vendor. Pel'form proper 

C'\;i:c,at:•:!- o! lh:r'c ... ·!iv~~ component~ ft)f <lid in the overhalll proce-;s. Perh)rm aJI of these dutie<> with 

cnr.:-.Hon: l. lp!w-.i, dfl safety, quality, ~md nn-tirne perfonnanc.: for cu~tomer satisfaction and the meeting of 

C<Jtno::c· ;:.d;\1-, ,\.ircr~h typl!s include DC-8. DC-9. and B767. Power piant types inch:de JT-3, JT~8. GE 

(T(J-~0.\.;2_ <~n.i F-,~\V JT90. 

:\m1.:rican Trans Air Feb 5, 1998 to May 29, 199& 

l;,_·f~,:i ,(c~~t_·;,::·~~! r-e-p.tir'-1 and inspections on aircraft structur:d n:;embers ~md component.., in the heavy 

,,,11\ .,::~ .:~11\tn;n!,:: cnvironm~nh. Perform r.:nmnc maimenancc and repair:-. on the aircraft fuel system 

and ~-,):,'1 ,,:}L·llt". _;\:r.:r.!l'! type" incl.uJe 87:27. 8757, and Ltx:khecd 1.101 L Power plant ty~s include RR 

RB2; 1. , dHlp:m:, -,._nnw out of h~,;slne~'· 

SHuthern Air Transport June 27, 1997 to febrnary 5, 191)8 

F\·:-1 ... : :n'>pt',.> .. ('n :.1nd repair., on ain:raH stnK'bral n:emb:.:r-; and components in rhe heavy. line, and 

Ul,:'l.tli• -.,,_ ,':1\ JJ\in:~J.:ots. Perform the duties of a I.C<.td technician to divide the workload between 

ei:tp;,>y.:'-'" '"iy pri11r ty ::nd manpo\veL Ain:mn type,., indudc B747-200. DC-8, and C·l30/L3S2G. 

Cnn:p:n1) "n\l\\- ow of husincs:-.. 

lx~l~lnon Plastics April, 1996 to June 24, 1997 

_'up,__'r' t--.,_; l J L· I) pt''op!e on n1ght shif: al a pJa.,.tic injection llit~lding faeihty. Assign job ;;rations to 

t:l'-i~",!d};:·c" .iLTnn:.n~ w abilit). Keep accura:e pari;; per hourcoo.mt and adjusr machine cycle time to meet 

the-.,';;;._!-. Cnur.;! ::ate with Qu,tlity Control to en-;urc tha: pm1-" were being produced wi:hin 

"P"'~ ill---·::: . '11~ anu .dju~t :he nwchinc process ro mcc: these ~pe..:ifications, Remove and set molds to meet 

in\.-.·~:t,,i ... nJ oJ~,~~ :cqtlircnlx.:rns. 'fn;ubh::sh\IOt L!Hd i,:Ot'f<.!CI molding defect:-., maehine rnalfunctions, ;md 

the: ,·,c.:-~-;-: ::nll ,:1 .. -ring .;f pans and component:,. Nh>nltor tfu: molding procl!ss for accountability and 

:Et. I L: .(-.., ~~~ "' :ncll:th.•d ernplnyee traming and discipline. Company is now out of business. 

L. ~-· Pre(•ision Lens Februar), 1995 to April, 1996 
;:",d.<>i, ,, duttt'" in ,t team L'nvironment nn night -.hifl in a plastic injection molding facility. Kept accurate 

pM:" :)'--': dllr '-·dwL ~111d adju;,t nuu:hinc cyck" time w meet these goab. Coordinate with Quality Control to 

l'f~<'t:' ~· \\ ~·: p;tr1-. \\'L'fC being produced wi:hin specification:-. and adju~t the machine pruces:-. tu meet these 

-.pv,·ifh.-·~::;•;n-.. h::cn1ll\'C and .-.vt molds to n:ce1 inventory and order re4uiremems. Troubleshoot and correct 

n;r.;,:i .1;.: ,:,'ft'-.:h. lnachint: malfunction:-., and the re ... earch and ordering of parts and components. Monitor 

ll!L ~t-,:,;:1 .-.: pl\'>C-.:-':" for ac..:oLI!HahiEty and improvement Saggt•sted a remote materi~lloading -.;ystem that 

y., ~~" :L'- \oJ ')\ il\tH.:J t,) reduce nmterial loading time ~~nd increase' safety in the workplace. 

f~it:Kaging Resouret•s August, 1993 to February, 19'15 

!

1l'(; !!'':: thaie ... ,Hl night )hift J.l a pkhlic injccrion mokt:ng f;tcility. Monitor the molding process for the 

c1:r~~-~ , , .,_-r;:Lon ,1 ~- ,jx nwlding mao..·hln.:s for ~i m.tjor Clbtomer and three others making speclal:y items. 

\lut~.!,, :_..: o..')'--~'-· :,q~c~ and adjust thL' pmct-c.:-; to meet prc:\et goals. Coordinate with Quality Control to 

Cl'l'l- -~ , - · ;);,n-, '' .·-~::: hcing product;>.J \\·ithin 'ipecificu:ion~ and adjust the machine process to meet these 

,\pc;.;; 1:1:-.. l'-..:"J'J\C -tnd c.d molJ\ tn meet :nventory and order rt:qu!remi.!nts. Troubleshuot and correct 

nH 1~. :. ·: · __ , :'~'d'. ~::L: n::tchinc mallunt:!itlns.. Mnnitur thL' mnkling proces~ for a..:countabiHty and 

:nl;'· .-m 

June 1987 to August 13, 1993 

,.Jr di-.;:udti,m \I.Tft' .... lOcking ~helves., ordering s.tock items. rotating stock. and helping 

Cl.' .. --; .. ';, .d~..~,r.:. ~-~~'kage, and load their purchac-,e~. Duties for proce:-.sing were cleaning various areas of 

the 1) ::LI Al .ts:<sL:ig >\' th all op<'ratiom in the pro-:e ..... ing of live animals under USDA n.!gulations. 

j·-)ty' 

2<.li!' ::. 

20(J 

~j)(l! 'li 

2U{;: _ _,, 

?\l(' ' 

:2JL 

'?.IL: 

.20(!-'' 

c:J< 

:'')(::· 

· :'1-!~limc:·:wcc Sy-,:.:ms. lniliui 40hr:--.. 

'<bi:ncn .nee "ysrcn::-. fnitiJI t60hr.,_ 

\Limc~Lncc Sy."tems FOJT 

:: .. ]rwnr''' ··:.'-.-. Reh:a~e Authorization 

· Ht:qu:, _.,, JJL..,pection A~tthorization 

\iain:,· ::HL;:_' System~ InitiJl ~)hrs 

!{::;.;,..!,·.·:; ln-.pe;:tion Aurhorinrion 

; 1.:1,_,::,c~ :\UI~·dp and Taxi 

:<.A!_\1 

•. ,.;-,'-· _-::" .. if~ Lt:vL•ll Special I i:nited 

'l~'t1:..:: K •• n~up and Taxi 

':;(. 1-.: Kr.n i.!nd Taxi 

.)E\1 ~chm)\ 

JC}99 DC-!J :vtalntennnce Systems Proficiency 40hrs. 

2001 767 :\-1aintenance Sy~tems proficiency 

2001 DC-9 Airwonhine~s ReleaseAmhoriz~tion 

:=:01ll 767 Required Inspection Authorization 

2002 DC>X Airwortbinesh Release Authorization 

:2002 oc-g l\.laintenutH . .'e Systems proficiency 40hrs .. 

2006 DC-9 Engine Run-up and taxi 

?.006 767 GCTP 331-200 APL 

2007 CF6-XOA Hore s.cupe Training 

2007 Personal Minimums Checklist 

2009 737-2001400 \1aintenance ,ysrems 

20119 737-20111400 Rcyuired Inspection Authorization 

201:! 0222 Fan~illarization Training 

'..:.J( ; 1 i .\-- .--\ward I 2005 FAA Silver A-ward I ::!0(}6 FAA Geld Award 

::·H >:·h,::· -:"\~/ .:WOX FAASilvt•rAward 

•.'! 

-~?) 7::.5-0)00 

~7 ~ J6.:t<~f\73 
Employment 

History 

Flight Ratings 

Flight Times 

Various info 

References 

James Roger Wilhoit 

129 Chariestowne Circle 

Winston-Salem, NC 27103-5717 

336-2H7-8568, rwilhoit@reagan.com 

21Air December 2014 to Present, Chief Pilot 

Dynamic Airways- April 2014 to Dec 2014, Captain/ Ck Amn B767 

Xtra Airways .July 20!2 to April2014, Captain 8737-400 

Victory ,)et ·June 2011 w July 2011 Mgr. Flight Standards, B737 

Swift Air- October 2010 to June, 2011 -Captain- 8737 

'\atii>nal Airlines July 2010 to October 2010, Captain 8757 

.'ace Airlines- October 20tl! to September 2009 (Furloughed) 

B7571767 Fleet Manager, Une Check Airman-- All Seats, 

Proliciency Check Airman- Simulator, and instructor. 

B737 -200/3001400 Captain qualified and al"' 

a Simulator instructor. nc~ignated a company test pilot for 

conducting pust mainten<:mcc test flights. 

\J:d\1 "Y Airlines- November 1990 to September 12, 200 I (Company ceased operations 

on 09112/200 I), Captain CL-65 aircraft, First Officer 8737-700 aircraft. 

FAA- October 1997 to :'-/ovcmhcr 1999, Aviation Safety Inspector 

North American Airlines- April 1995thru October 1997, First Officer and IRO, B757. 

Airstar International Airlines- November I 994 to January I 995 First Officer B757 

(Company did not reach FAA certification). 

Ldsurc Air- :'-lovember 19'13 to November l'l'!4, Captain 8757. 

':h1gsh'p Airlines- February 1991 to November 1993. Captain SDJI BA3201(AMR Eagle). 

CCAir .'\oril 1990 to ;.iovember 1990. FO BA3100 (Furloughed) . 

.>.:l:m!k Aero- '\nvcmbcr 1989 to March 1990, Asst. Chief Instructor, FAR 141 School. 

Piedmont Airlim"'- May 1977 to Augu't 19&9, Flight Dispatcher. 

\'·li,;~ Trccnspot1 Pilot (Type Ratings B737, B747, B757, 8767, CL65, BA3201, SD3) 

:-:·l g,:t £:-'1gincer- Turbojet 

... :ct.t. f)[,patcher 

c.~'i Single :.md Multi-Engine, lnstrument 

·, •.. :,,: ';'imc 10,200 Hours 

·~·" Ti.~1es 87571767 ... 3600+ Hours 

B737-200/300/4001700- 2500 Hours 

O;igincrlly from London, KY 

.U.A .• ~eai Estate, Ea,tern KY University 

,-\\ nil:tr.lc upon request 
Experience 

Michael Steinke 

Greensboro, North Carolina 

Phone: (336) 591-2181 

Cell: (336) 453-3540 

1869 Oldtown Road 

Walnut Cove, NC 27052 (USA) 

);.. Oct.2014 to Dec. 2014 Dynamic International Airline 

701 North Terminal Road 

Greensboro, NC 27409 

Director of Maintenanc.: 

• Responsibilities and duties include: 

o Recruiting, hiring, evaluation, and disciplinary action of maintenance 

controllers and line mechanics. 

o Plan and forecast maintenance checks and coordinate with maintenance 

providers and or in house staff for slots to perform such checks. 

o Review, negotiate and accept contracts on behalf of the Maintenance 

department and the company. 

o Provide technical support for maintenance checks as needed as one of the 

Company's main liaisons with Boeing. 

o Work directly with the Director of Quality Control to maintain the Sky 

Lease certiJicate in good standing with the F .A.A. 

o Insure that safety standards are being complied with as required by all 

regulatory agencies. 

o Supervise and direct the overall maintenance activities of the maintenance 

department. 

o Communicate directly with the Chief Operating Officer regarding all 

AOG delays, airworthiness issues and any maintenance issues that will 

impact operating costs significantly. 

o Develop budgets and cost analysis to maintain an effective and efficient 

cost structure for the mai ntcnance department. 

• Reported to the C.O.O. 

2012 to Oct. 2014 Tradewinds Airlines, Inc. /Sky Lease I, Inc. 

243A Burgess Road 

Greensboro, NC 27409 

Director of Maintenance 

• Responsibilities and duties include: 

o Recruiting, hiring. evaluation, and disciplinary action of maintenance 

eontrollers and line mechanics. 

o Plan and forecast maintenance checks and coordinate with maintenance 

providers and or in house statTtor slots to perform such checks. 
o Review, negotiate and accept contracts on behalf of the Maintenance 

department and the company. 

o Provide technical support for maintenance checks as needed as one of the 

Company's main liaisons with Boeing. 

o Work directly with the Director of Quality Control to maintain the Sky 

Lease certificate in good standing with the F .A.A. 

o Insure that safety standards are being complied with as required by all 

regulatory agencies. 

o Supervise and direct the overall maintenance activities of the maintenance 

department. 

o Communicate directly with the President regarding all AOG delays, 

airworthiness issues and any maintenance issues that will impact operating 

costs significantly. 

o Supervise the evaluation of ECM program along with the Director of 

Quality Control to insure tleet engines are operating within prescribed 

parameters and to schedule timely and cost effective engine replacements. 

o Work in conjunction with the D.O.O. and chief pilot to insure the fleet 

maintains the best possible on time perfi:1rmance and to address any and all 

concerns regarding airworthiness issues. 

o Develop budgets and cost analysis to maintain an effective and etlicient 

cost structure for the maintenance department. 

• Accomplishments: 

o Accomplished proving runs for addition of 8747-400 to the Sky Lease 

operations specification in a one week time frame and have added a total 

of four 8747-400 aircrafl to the operations specification in the last 12 

months. 

o Coordinated and performed the first in house MD II C check for the group 

including manual revisions, establishing policies, procedures and the 

structure for the work force. 

• Reported to the President/CEO. 

2007 to 2012 Tradewinds Airlines, Inc. /Sky Lease I, Inc. 

243A Burgess Road 

• 

• 

Greensboro, NC 27409 

Manager of Maintenance Control 

Managed a staff of maintenance controllers who are responsible for the daily 

routine and non routine maintenance activities of this Part 121 Air Carrier 

specializing in worldwide operations utilizing MD ll and A300B4 Cargo 

Aircraft. 

Responsibilities and duties include: 

o Recruiting, hiring, evaluation, and disciplinary action of maintenance 

controllers and line mechanics. 

o Plan and forecast maintenance checks and coordinate with maintenance 

providers and or in house staff for slots to perform such checks. 

o Provide technical support for maintenance checks and provide support as 

needed as one of the Company's liaisons with Airbus and Boeing. 

o Provide technical support to the line maintenance staff for repair of 

aircraft and continued airworthiness. 
o Maintain and provide reports from the Sage and Pratt and Whitney engine 

monitoring programs. 

o Maintain and provide reports from the oil usage program. 

o Maintain and provide reports to Quality Assurance for the NEE programs 

of both fleet types. 

o Assist the purchasing group with locating and identifying correct and cost 

effective parts. 

o Review and negotiate outside vendor contracts and support. 

o Work closely with the Quality Control Department and the FAA to ensure 

Safety and Continued Airworthiness. 

o Work with the !light coordinators to ensure cost effective and efficient 

usage of the fleet by minimizing impact from required maintenance. 

• Reported to the Director of Maintenance. 

2000 to 2006 Express.Net Airlines LLC 

101 Aviation Drive North 

Nllples, Florida 34104 

Manager of Maintenance Control 

• Managed a staff of maintenance controllers who were responsible for daily 

routine and non routine maintenance activities of this Part 121 Air Carrier 

specializing in worldwide operations utilizing A300B4 and B727 Cargo 

Aircraft. 

• Responsibilities and duties included: 

o Representation of the company at daily Customer directed meetings to 

discuss aircraft status, delays, upcoming events, and overall performance 

of the carrier. 

o Chairing daily maintenance planning meetings held to plan and schedule 

all maintenance activity including parts provisioning and status, heavy 

maintenance checks. engine overhauls, and deferred maintenance items. 

o Departmental budgets. 

o Reviewing and maintaining contracts tor outside maintenance services. 

o Reviewing and supporting the ECM and oil usage program. 

o Oversight and support of the heavy check maintenance program and 

technical support as one of the company's liaisons vvith Airbus and 

Boeing. 

o Purchasing department support and approval of major purchases for parts 

and equipment. 

o Liaise with the fAA and DOD to ensure regulatory compliance. 

o Long range and short term ftlrccasts for aircraft maintenance. 

• Accomplishments: 

o Maintained the department at or below budget. 

o Achieved above 96% on time reliability tor company customers including 

Menlo/UPS, USf'S, Cathay Pacilic, Dragon Air, Air Macau, and other 

foreign air carriers. 

• Reported to Director of Maintenance 
1997 to 2000 Burlington Air Express, Inc. 

Toledo, Ohio 

Technical Service Specialist 

• Liaised with contract air carriers on maintenance activity and performance 

concerns to enhance services levds. 

• Responsibilities and l>uties Included: 

o Liaise with Carrier Contractors and Operations Control Center. This 

included reporting of timely and accurate information of the mechanical 

condition ol' all contractor aircraft to OCC along with solutions. 

recommendations. and back up plans for those aircraft deemed 

unserviceable. 

o Coordinated the search and movement of parts for A.O.G. aircraft. 

o Provided technical assistance to the mechanics in the field in an attempt 

to shorten delays. 

o Developed plans to increase the reliability in a cost effective manner. 

o Tracking and auditing th~ performance of aircraft and contractor 

performance and communicating solutions and suggestions for 

performance enhancement as needed. 

• Accomplishments: 

o Enhanced service levels and cost effectiveness through valuable 

communication with the Carriers and OCC regarding status, solutions. 

and back up plans. 

1996 to 1997 Gemini Air Cargo 

Reston, Virginia 

• 

• 

Manager of Line Maintenance 

Manager of Line Maintenance for a Part 121 Air Carrier specializing in 

worldwide operations utilizing DCIO Cargo Aircraft. 

Responsibilities and l>uties included: 

o Recruiting, hiring. evaluating and dbciplinary action of maintenance 

representatives. 

o Evaluation and monitoring the job performance of line mechanics and 

maintenance representatives. 

o Provide technical assistance as requin:d to resolve problems and improve 

the operation. 

o Review line mechanic and contractor paperwork to ensure compliance 

with company and FAA procedures. 

o Tracked and replenished base spare parts. materials and supplies as 

required to maintain minimum levels. 

o Training records review and audits to ensure compliance with company 

training standards. 

o Line Maintenance personnel schcdulJng. 

o Held ··Policy and Procedures" training refresher sessions to ensure 

compliance. 

o Provided aircraft releases for aircrat! after completion of A checks and 

line service checks. 
o Released aircraft and parts back to scrvtce as a Required 

ltemiLead/Rccciving Inspector. 

o Developed budgets for all line maintenance activity and bases around the 

world. 

o Developed long range and short term forecasts for aircraft maintenance. 

• Accomplishments: 

o Assisted in obtaining of Gemini's Part 111 Air Carrier Certificate which 

included the building of all manuals. the setting up of line stations, the 

development of training programs, negotiating of maintenance contracts 

and implementing and being a major part of the proving run. 

o Developed Base minimum level spare parts. materials, and supplies to 

ensure reliability and efficiency. 

o Assisted with the development of a maintenance training curriculum. 

o Maintained department at or below budget. 

• Reported to the Director of Maintenance 

1991 to 1996 American International Airways, Inc. 

Ypsilanti, Ml 

Maintenance Station Manager 

• Managed all aspects of daily aircraft maintenance at the Toledo, Ohio Station 

of this Part 121 Air Carrier specializing in worldwide operations utilizing 

Boeing 747 Passenger and Freighter Aircraft. Lockheed LlOJ 1 Passenger and 

Freighter Aircraft, DC-8 Freighter and Boeing 727-200 Freighter Aircraft. 

• Responsibilities and J)uties Included: 

o Liaised with ACMI Customer (BAX) to ensure performance issues were 

addressed through the implementation of performance enhancement and 

corrective action initiatives. 

o Managed all Passenger Aircratl rotations through Toledo Ohio Station. 

o Schedule and supervise the work activity of a large group of line 

mechanics, avionics mechanics. and inspection personnel. 

o Perform turnaround service checks, A & B checks, Airworthiness 

Directives inspections and corrective actions as required. 

o Performed as Lead Inspector/Required Item Inspector and returned 

aircraft to service after completion of heavy maintenance activity. 

o Maintain station fund account for supplies and repairs of company 

equipment. 

1987 to 1991 Rosenbalm Aviation 

Ypsilanti, Ml 

Maintenance Manager August 1991 thru December 1991 

• Managed line maintenance personnel of this Part 121 Air Carrier specializing 

in worldwide operations utilizing DC8 Cargo Aircraft. 

• Responsibilities and Duties Included: 

o Determine repair and maintenance priorities and supervise to ensure on 

time performance of a six aircraft with up to seven tlights per day. 

o Liaise with Customers and their employees. 

o Maintain equipment and inventory of parts and consumables including 

the detern1ination of serviceability and trace. 

o Prepare necessary reports and records as required by Management. 
o Perform daily servtcc checks. "A" checks, Airworthiness Directives 

inspections and was lead inspector at the station during these activities . 

Maintenance Controller . January 1991 thru .July 1991 

• Directed routine and non routine maintenance activities of line maintenance 

personnel. 

• Responsibilities and Duties Included: 

o Maintain airworthiness of eighteen aircraft per shift. 

o Coordinate activity with FAA principal maintenance inspector. 

o Detem1ine parts applicability. minimum equipment list applicability and 

track carryover items. 

o Liaise with tlight operations to maintain on time departures and 

monitored aircraft times and flight discrepancies. 

Lead Mechanic December 1988 thru December 1990 

• Supervised and mentored up to six mechanics in the proper repair and 

maintenance of four DC8's having up to live 11ights per day. 

• Responsibilities and Duties Included: 

o Inspect aircraft parts, engines. determine air worthiness of repairs and 

address air worthiness directives. 

o Lead mechanic tor engine and major component changes. line level 

maintenance checks, and heavy maintenance cheeks with the 

authorization to return aircraft to service as lead mechanic or as lead 

inspector. 

o International ride on flight mechanic services. 

Line Mechanic August 1987 thru November 1988 

• Responsibilities and Duties Included: 

o Performed preventive maintenance, sheet metal repairs, routine/non 

routine work. 

o Log book authorization for daily checks and all lower level and heavy 

maintenance checks on DC-8 aircraft including return to servtce 

authorization. 

o Trouble shooting systems. components and component changes. 

Authorizations and Qualifications 

• 

• 

• 

• 

• 

• 

• 

• 

Authorized Instructor for engine run-up and taxi training . 

JT3D engine run qualified . 

CFM56 engine run qualified . 

L Hill engine run and taxi 4ualit1ed . 

DC8, series 50. 60, 70, Taxi qualified . 

B727 series 100,200 engine run and taxi qualitied . 

Re4uired Item Inspection authorization for all DC8, 727 and L l 011 . 

Receiving Inspector authorization lor all DC8, 727 and L 1011 . 
• Restricted Radio T elephonc Operator permit. 

• DC I 0 Airworthiness Release 

• DC I 0 Required Item and Receiving Inspection Release 

• MD 111 A300 Airworthiness Release. 

• MD Ill A300 Required Item and Receiving Inspection Release 

• 8747-400 Airworthiness Release 

Technical Training 

• Blackhawk Technical Institute. Janesville, WI 

o Certificate - Airframe and Powcrplant Mechanic 

o Honors: Wag-Aero Academic Achievement Scholarship. Directors Honor List 

• General Electric, Cincinnati. 011 

o CFM 56-2 Line Maintenance Training 

• Jet Engine Training of Dallas, Dallas, TX 

o JT3D Engine Training 

• United Parcel Service, Louisville. K Y 

o Phase II Avionics Training. 

• American International Airways. Ypsilanti. MI 

o L!OIIand B747 Passenger and Freighter Fam Course. 

• Gemini Air Cargo, Reston. VA 

o DC I 0 Fam Course (Douglas Factory) 

• United Airlines C.A.E., Denver, CO 

o DCIO Fam Course 

• Federal Aviation Administration, Herndon, VA 

o Federal Aviation Regulations 

• Express Net Airlines. Naples Florida 

o A300/B727 Gen Fam 

• Tradcwinds/Sky Lease Airlines. Greensboro. NC 

o B747 Avionics. MDII Gen Fam 

o GE CF6-80 engine 

o Pratt 4460 engine. RVSM 

o B747-400 Gen Fam 
21AIR,LLC 

DOT Questionnaire (Key Personnel) 

NB: The information you provide in response to this Questionnaire will be used in 21 

Air, LLC's responses to DOT in connection with 21 Air, LLC's Certificate Authority. All 

questions should be answered fully and completely. Where more detailed responses are 

required or requested, please use the attached "Detailed Responses" sheet. 

I, Please state your name and residence address: 

ADOLFO MORENO 

18634 sw 47 cr 

Miramar, FL 33029 

2. Title of Position with 21 Air, LLC: 

None 

3. Number and type of shares of Company stock owned, or to be acquired, if any: 

75% membership interest of Apple Aviation, LLC 

Apple Aviation, LLC bas I 00"/o membership interest of 21 Air, LLC 

4. Current Position, Business Adrlress and Telephone: 

(Complete only if you are not currently employed by the Company. Otherwise indicate 

"N/A.") 

Executive Director ~ Solar Cargo, Inc. 

3650 NW 82 Avenue~ Suite 407 

Dora!, FL 33166 Ph: (305) 871-7777 

5, Are you a citizen of the United States? 

Yes XXX No ___ ~ 

{If you are not a U.S. citizen. please indicate nationality and current immigration status 

on the attached "Detailed Response".) 
6. Are you currently an officer, director or major shareholder (1 0 percent or more of 

the total stock), or do you have any other significant interest in, any other air carrier, foreign air 

carrier, common carrier, person substantially engaged in the business of aeronautics, or person 

whose principle business is the ownership or control of any such transportation or aeronautic 

activity? 

Yes -~x~·x~x.__ No ___ _ 

{lf"yes", please provide information regarding all such positions and any other relevant 

information on the attached ''Detailed Response.") 

7. Have you in the past, held any position with any U.S. or foreign air carrier, or other 

aviation-related business? 

Yes XXX No 

(lf"yes", please provide intorrnation regarding all positions held. with dates of 

employment and responsibilities, and any other relevant information on the 

attached "Detailed Response," or attach a copy of a recent resume to this 

Questionnaire.) 

8. Are you related by blood or marriage to any key personnel or person holding a substantial 

interest in 2 I Air, LLC? 

Yes __ _ No ----"'x"'x""x'--

9. Are you or any company in which you have a substantial interest (beneficial control of 

10% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of$5,000? 

Yes __ _ 

(If "yes", please provide date and amount of each claim or judgment, the name of each 

claimant or judgment creditor. and how long outstanding on the attached "Detailed 

Response.") 

10. Are you or any company in which you have a substantial interest the subject of any action 

or outstanding judgment of less than $5,000? 

Yes __ _ No -~"---- XXX 

(lf"yes", please supply the total number and aggregate amount of all claims and/or 

judgments outstanding against you on the anached "Detailed Response.") 
II. Are you or any company in which you have a substantial interest now, or have you been, 

the subject of a pending investigation, formal complaint or enforcement action by the DOT or the 

FAA during the past five (5) years regarding compliance with the Federal Aviation Act of 1958, 

as amended, or any order, rule, regulation or other requirement issued pursuant to the Act" 

Yes ___ _ No __ X,_._,_.Xc'"X.__ 

(lf"yes", describe each complaint, and indicate the current status or final 

disposition of each complaint on the attached "'Detailed Response.") 

12. Have you or any company in which you have a substantial interest ever been charged 

with any unfair, deceptive or anticompetitive business practices, or of any fraud, felony or 

antitrust violation during the past ten (I 0) years? 

Yes __ _ No _ _..f..'x""'x""x.__ 

(If"yes", please describe, and indicate the disposition or current status of each 

proceeding on the attached "Detailed Response.") 

13. Have you or any company in which you have a substantial interest been involved in any 

aircraft accident or incident during the past year, or in the past and which remains the subject of 

an open investigation by the FAA, NTSB or by any other entity? 

Yes __ _ No -~x"-""x-"x~ 

(lf"'yes", on the attached ·'Detailed Response" please include the date of the occurrence, 

the type of flight, the number of passengers and crew on board and an enumeration of injuries or 

fatalities, and a description of the damage to the aircraft. Provide the FAA and NTSB file 

numbers and the status of the investigations, including enforcement actions initiated against the 

carrier and/or you. Also include any positive actions taken to prevent an occurrence of similar 

events.) 

February 3, 2015 

Signature Date 

ADOLFO MORENO 

Name (Printed) 
21 AIR, LLC 

Detailed Response (if applicable). 

Detailed Response to Question 6: 

* Solar Cargo. Inc. Miami, FL: It's an Indirect Air Carrier founded in March, 1999 dedicated to 

worldwide air cargo sales. Current position: Executive Director. Own I 00% stock. 

* .IW Aviation, LLC- Miami, FL: It's a Limited Liability Florida corporation dedicated to 

aircraft sales and leasing. Own 99% stock. 

Detailed Response to Question 7: 

* Avensa Airlines, SA Caracas, Venezuela as an Aircraft Mechanic I 1982--1988 

* Eastern Airlines, Inc. Miami, FL as an A&P Mechanic I 1988-1999 

* Florida West Airlines- :vliami, FL as an A&P Mechanic I 1989-1990 

• Worldway Air Cargo, Inc.- Miami, FL as President /1995-1999 
21 AIR,LLC 

DOT Questionnaire (Key Personnel) 

NB: The information you provide in response to this Questionnaire will be used in 21 

Air, LLC's responses to DOT in connection with 21 Air, LLC's Certificate Authority. All 

questions should be answered fuUy and completely. Where more detailed responses are 

required or requested, please use the attached "Detailed Responses" sheet. 

I. Please state your name and residence address: 

Michael Mendez 

18459 Pines Blvd# 291 

Pembroke Pines, FL 33029 

2. Title of Position with 21 Air, LLC: 

President and CEO 

3. Number and type of shares of Company stock owned, or to be acquired, if any: 

25% membership interest of Apple Aviation, LLC 

Apple Aviation, LLC has 100% membership interest of21 Air, LLC 

4. Current Position, Business Address and Telephone: 

(Complete only if you are not currently employed by the Company. Otherwise indicate 

"N/A.") 

5. Are you a citizen of the United States? 

Yes XXX No ___ _ 

(If you are not a U.S. citizen, please indicate nationality and current inunigration status 

on the attached "Detailed Response".) 
6. Are you currently an otliccr. director or majm shareholder (I 0 percent or more of 

the total stock). or do you have any other significant interest in. any other air carrier. foreign air 

carrier, common carrier. person substantial!) engaged in the husiness of aeronautics, or person 

whose principle business is the o" ncrship or control of any such transportation or aeronautic 

activity? 

Yes No 

(lf"yes". please provide int(>rmation regarding all such positions and any other relevant 

inf(wmation on the attached "Detailed Response.") 

7. Have you in the past. held any position "ith an) U.S. or foreign air carrier. or other 

aviation-related business? 

Yes X No 

(lf"yes", please provide information regarding all positions held. with dates of 

employment and responsibilities. and any other relevant information on the 

attached .. Detailed Response." or attach a cop_y of a recent resume to this 

Questionnaire.) 

8. Are you related by blood or marriage to any key personnel or person holding a substantial 

interest in ::! I Air. LLC7 

Yes No X 

'!. Are you or any company in which you have a substantial interest (beneficial control of 

I 0% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of $5.000'' 

Yes ___ _ No ' 

(If "yes·. please provide date and amount of each claim or judgment. the name of each 

claimant or judgment creditor. and ho" long outstanding on the attached "Detailed 

Response.'') 

I 0. Arc you or any company in which you have a substantial interest the subject of any action 

or outstanding judgment of less than $5.000'' 

Yes __ _ No X 

(lf''yes', please supply the total number and aggregate amount of all claims and/or 

judgments outstanding against you on the attached ·'Detailed Response.") 
II. Are you or any company in which you ha\'e a substantial interest now, or have you been, 

the subJect of a pending investigation, formal c"mplaint or ent<wcement action by the DOT or the 

FAA during the past live (5) years regarding compliance with the l·ederal Aviation Act of 1958, 

as amended~ or any order. rule, regulation or otlH.!T requirement issued pursuant to the Act? 

No X 

(lf'"yes'', dcscril>e each C<>mplainL and indicate the currell! status or tina! 

disposition of each complaint <ln the attached '"Detailed Response.") 

11, Have you or an:y company in vvh1ch you have a :;ub:>tantial interest ever been charged 

with any untair, deceptive or anticompctiti\c business practices, or of any fraud, felony or 

antitrust violation during the past ten ( l 0) years'-' 

Yes __ _ No X 

(lf'"yes", please dt:scrihc, and indicate the disposition nr current status of each 

proc<:cding on the attached "Detailed Rbponse.") 

!3. flavc you or any company in which you haw a substantial interest been involved in an) 

aircrati accident or incident during the past year, or in the pa>t and which remains the subject of 

an open investigation by the FAA, NTSB or hy any other entity'! 

Ye:> -~-~-- No -··X-. 

(if"yes"- on the attached "Detailed Response" please include the date of the occurrence, 

the type of !light. the number of passengers lind crew on board and an enumeration of injuries or 

tatalities, and a description of the damage to the aircraft. Provide the FAA and l'iTSB file 

numbers and the status of the investigations, including enforcement actions initiated against the 

can·icr and/or you. Also include an~ positive actions taken to prevent an occurrence of similar 

events. l 

Name (Printed) 

\~ 
21 AIR, LLC 

Detailed Response (if applicable). 

Miami Jet~ Cieneral Manager, 145 Repair Station 

.let Accessory Center~ General Manager, 145 Repair Station 

Arrow Air Cargo~ Vice President of Maintenance and Operations 

Fine Air Services-· Vice President of Maintenance 
21 AIR, LLC 

DOTQuestionnaire (Key Personnel) 

NB: The information you provide in response to this Questionnaire will be used in 21 

Air, LLC's responses to DOT in connection with 21 Air, LLC's Certificate Authority. All 

questions should be answered fully and completely. Where more detailed responses are 

required or requested, please use the attached "Detailed Responses" sheet. 

l. Please state your name and residence address: 

FREDDY GOMEZ 

8615 NW 190 Terrace 

Miami, FL 33015 

2. Title of Position with 21 Air, LLC: 

Chief Financial Officer 

3. Number and type of shares of Company stock owned, or to be acquired, if any: 

None 

4. Current Position, Business Address and Telephone: 

(Complete only if you are not currently employed by the Company. Otherwise indicate 

"N/ A.") 

Controller- Solar Cargo, Inc. 

3650 NW 82 Avenue- Suite 407 

Dora!, FL 33166 

5. Are you a citizen of the United States? 

Yes -""x""x"-'x~ No __ _ 

(If you are not a U.S. citizen. please indicate nationality and current immigration status 

on the attached "Detailed Response".) 
6. Are you currently an officer, director or major shareholder (I 0 percent or more of 

the total stock), or do you have any other significant interest in, any other air carrier, foreign air 

carrier, common carrier, person substantially engaged in the business of aeronautics, or person 

whose principle business is the ownership or control of any such transportation or aeronautic 

activity? 

yes --'-'x"-'x"-x'--- No ___ _ 

(If "yes", please provide information regarding all such positions and any other relevant 

information on the attached "'Detailed Response.") 

7. Have you in the past, held any position with any U.S. or foreign air carrier, or other 

aviation-related business? 

Yes XXX No ___ _ 

(lf"yes", please provide inforrnation regarding all positions held, with dates of 

employment and responsibilities, and any other relevant information on the 

attached "Detailed Response," or attach a copy of a recent resume to this 

Questionnaire.) 

8. Are you related by blood or marriage to any key personnel or person holding a substantial 

interest in 21 Air, LLC? 

Yes __ _ No _ _,_,x"'"'x""x,__ 

9. Are you or any company in which you have a substantial interest (beneficial control of 

I 0% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of $5,000? 

Yes __ _ No -~X~X"-X,__ 

(lf"yes", please provide date and amount of each claim or judgment, the name of each 

claimant or judgment creditor, and how long outstanding on the attached "Detailed 

Response.") 

I 0. Are you or any company in which you have a substantial interest the subject of any action 

or outstanding judgment of less than $5,000? 

Yes ___ _ No __ x"'""x"'x~ 

(If "yes", please supply the total number and aggregate amount of all claims and/or 

judgments outstanding against you on the attached "Detailed Response.") 
II. Are you or any company in which you have a substantial interest now, or have you been, 

the subject of a pending investigation, formal complaint or enforcement action by the DOT or the 

FAA during the past five (5) years regarding compliance with the Federal Aviation Act of 1958, 

as amended, or any order, rule, regulation or other requirement issued pursuant to the Act? 

Yes~~~ No ---'x""x""x'--

(Jf"yes", describe each complaint, and indicate the current status or final 

disposition of each complaint on the attached "Detailed Response.") 

12. Have you or any company in which you have a substantial interest ever been charged 

with any unfair, deceptive or anticompetitive business practices, or of any fraud, felony or 

antitrust violation during the past ten (I 0) years? 

Yes ___ _ No ~-x"-"x,..x~ 

(If '"yes", please describe, and indicate the disposition or current status of each 

proceeding on the attached "Detailed Response.") 

13. Have you or any company in which you have a substantial interest been involved in any 

aircraft accident or incident during the past year, or in the past and which remains the subject of 

an open investigation by the FAA, NTSB or by any other entity? 

Yes ___ _ No~-x~x~x~ 

(lf"yes", on the attached "Detailed Response" please include the date of the occurrence, 

the type of flight, the number of passengers and crew on board and an enumeration of injuries or 

fatalities, and a description of the damage to the aircraft. Provide the FAA and NTSB file 

numbers and the status of the investigations, including enforcement actions initiated against the 

carrier and/or you. Also include any positive actions taken to prevent an occurrence of similar 

events.) 

Signature 

FREDDY GOMEZ 

Name (Printed) 

February 3, 2015 

Date 
21 AIR, LLC 

Detailed Response (if applicable). 

Detailed Response to Question 6: 

*Solar Cargo, Inc.- Miami, FL: It's an Indirect Air Carrier founded in March, 1999 dedicated to 

worldwide air cargo sales. Current position: Controller. 

Detailed Response to Question 7: 

• Sky lease Cargo, LLC Miami. FL as Controller! 2010-20 II 

* Arrow Cargo, Inc. Miami, FL as Controller! 2006-20 I 0 

• South winds Cargo Miami, FL as Controller I 2002-2006 

• Cielos Airlines- Miami, FL as Controller I 2002~2002 
21 AIR, LLC 

DPJ: Questio~naire {Key Personnel) 

!'iB: The information you provide in response to this Questionnaire will be used in 21 

Air, LLC's responses to OOT in connection with 21 Air, LLC's Certificate Authorit)', All 

questions should be answered fully and completely. Where more detailed responses are 

required or requested, please use the attached "Detailed Responses" sheet. 

I. Plea>C state your name and residence address: 

David Rudolph Norgren 

2636 Hidden Pond Cove 

High Point. ;-.!C 27265 

2. Title of Position with 21 Air. LLC: 

Director of Operations 

3. \\umber and type of shares or Company stock owned. or to be acquired. if any: 

0 (ZERO! 

4. Current Position, Business Addrc» ant! Telephone: 

(Complete only if you are not currently employed by the Company. Otherwise indtcatc 

"NIA.") 

Chief Pilot 

Dynamic Airways. LLC 

701 North Tcrmmal Scrvic~ Road 

Greensboro. NC 274()9 

5. Arc you a citizen of the Unlt~d States'.' 

Yes X 

(Jfynu are not i:l L'.S. citilt:n. please indicate nationaJity and current immigration status 

<)11 the attached "Detailed Response".) 
6. Are you currently an otliccr. director or m~jor shur~hoider ( 10 percent or more of 

the total stock), or do you have any other signifkant interest in, any other air carrier, foreign air 

carrier. common carrier. person substantially engaged m the business of aeronautics, or person 

whose principle business is the ownership or control of any 'ueh transportation or aeronautic 

activity? 

Yes X No 

(lf"yes", please provide mformation regarding all such positions and any other rt:levant 

information on the attached "Detailed Response.") 

7. Have you tn the past. held any posihon \vith any lJ.S. or t~lrclgn air carrier, or other 

avtation-rdatcd business? 

Yes X No 

(lf"yes", please provide information regarding all positions held. with dates of 

employment and responsibilities, and any other relevant information on the 

atta~hed "Detailed Response," or attach a copy of a recent resume to this 

Questionnaire.) 

R. Arc you related by blood or marnagc to any key persllnnel or person holding a substantial 

interest in 21 Air. LLC! 

X 

Yes No 

9. Are you or any company in which you have a substantial interest (beneficial control of 

10% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of$5,000'! 

Yes No X 

(lf"yes", please provide date and ammmt of each claim or judgment, the name of each 

claimant or judgment creditor. and how long outstanding on the attached "Detailed 

Response.") 

10. Are you or any company in which you haw a substantial interest the subject of any action 

M outstanding judgment of less than $5,000'' 

Yes No X 

(If "yes", please supply the totalnumher and aggregate amount of all claims and: or 

judgments outstandmg against you on the attached "Detailed Response.") 
ll. Arc yuu ur any company m which you have a suhstantial interest no\.v, or have you been, 

the ,ubjcct of a pending investigation, formal complaint or cn!(ll'ccmcnt action by the DOT or the 

FAA during the past live (5) years regarding compliance with the Federal Aviation Act of 1958, 

as amended, or any order, rule, regulation or other requirement issued pursuant to the Act'? 

Yes X 

(lf"yes", describe each complaint, and indicate the current status or 11nal 

disposition of each complaint on the attached "Detailed R"sponse.") 

12. Have you or any company in which you have a substantial interest ever been charged 

with any unfair, deceptive or anticompetitivc business practi<:es, nr nf any fraud. felony or 

antitrust violation during the past ten (I 0) years'! 

Yes No X 

(lf"yes", please describe, and indicate the disposition or current status of each 

proc.:eding on the anached "Detailed Response.") 

13. Ha>e you or any company in which you have u substantial interest been involved in any 

aircrut! accident or incident during the past year. or in the past and which remains the subject of 

an open invesl!gation by the FAA, NTSB or by any other entity'' 

Yes .. "'o. 

(lf"yes", on the attached "Detailed Response" please indude the date of the occurrence, 

the type of !light, the numbt:r of passengers and crew on board and an enumemtion of injuries or 

tina lilies, and a description of the damage to the aircran. Provide the FAA and NTSB !lie 

numbers and the status of the investigations. including cnfbrcement actions Initiated against the 

earner and! or you. Also include any poslli\e actions taken to prevent an occurrence of similar 

events. l 

/! I 

' · .. !1.'_;,1 ;f',fl, .. . ' . "t, ·--·:!fl 0/2015 

>J a me (Printed l 
21 AIR. LLC 

Detailed Response (if applicable). 

Question 6 

Currently hold the• 119 position of Chief Pilot "ith Dynamic Air\\>ays, LLC. Notice has been 

given and a replacement Chief Pilot is m works. I will be removed from Ops Specs as a I I 9 

within a l~w \Vetks, 

This was the second time as Chief Pilot llH Dynamic Airv,ays. LLC and abo held 119 position, 

Director of Operations for Dynamic Aimays. LLC 

Previously held positions of: 

Director of Operations, Dynamic Airways. LLC ( 1\ug-2012 to Aug 2013) 

Chief Pilot Dynamic Ai""ays, U.C (Feb 2011to Aug 2012) 

Chief Pilot Am>w Air, Inc (Nov 200'l to Oct 2010; 
21 AIR.LLC 

DOT Questionnaire (Key Personnel) 

NB: The information you provide in rwponse to this Questioanaire will be uted in ll 

Air, LLC's rwpoaaes to DOT in ~roaneetioo witb 21 Air, LLC's Certificate Authority. All 

questions should be aaswered fully aad completely. Where more detailed responses are 

required or requCI'Ited, please use the attached "Detailed Responses" sheet. 

l . Please state your name and residence address: 

Todd HAmpton Thomas 

7811Ci Thomas Road 

Stokesdale, NC 27357 

2. Title of Position with 21 Air, LLC: 

Direetor of Safety &. Seeurity 

3. Number and type of shares of Company stock owned. or to be acquired, if any: 

NONE 

4. Current Position, Business Address and Telephone: 

(Complete only if you are not currently employed by the Company. Otherwise indicate 

"N/A.'') 

N/A 

5. Are you a citizen of the United States? 

Yes _ _,X"'-- No 

(If you are not a U.S. citizen, please indicate nationality and cu~rent immigration status 

on the attached "Detailed Response".) 
6. Are you currently an officer, director or major shareholder (10 percent or more of 

the total stock), or do you have any other significant interest in, any other air carrier, foreign air 

carrier, common carrier, person substantially engaged in the business of aeronautics, or person 

whose principle business is the ownership or control of any such transportation or aeronautic 

activity? 

Yes ___ ~ No_.,.!x.___ 

(lf"yes", please provide information regarding all such positions and any other relevant 

information on the attached ''Detailed Response.") 

7. Have you in the past, held any position with any U.S. or foreign air carrier, or other 

aviation-related business? 

Yes_ .... x.__ No __ _ 

(lf"yes", please provide information regarding all positions held, with dates of 

employment and responsibilities, and any other relevant information on the 

attached "Detailed Response," or attach a copy of a recent resume to this 

Questionnaire.) 

8. Are you related by blood or marriage to any key personnel or person holding a substantial 

interest in 21 Air, LLC'l 

Yes __ _ No --"X,___ 

9. Are you or any company in which you have a substantial interest (beneficial control of 

10% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of$5,000? 

Yes __ _ No_....,X,___ 

(If"yes", please provide date and amount of each claim or judgment, the name of each 

claimant or judgment creditor, and how long outstanding on the attached "Detailed 

Response.") 

I 0. Are you or any company in which you have a substantial interest the subject of any action 

or outstanding judgment ofless than $5,000? 

Yes __ _ 

(If "yes", please supply the total number and aggregate amount of all claims and/or 

judgments outstanding against you on the attached "Detailed Response.") 
II. Are you or any company in which you have a substantial interest now, or have you been, 

the subject of a pending investigation, formal complaint or enforcement action by the OOT or the 

FAA during the past five (5) years regarding compliance with the federal Aviation Act of 1958, 

as wnended, or any order, rule, regulation or other requirement issued pursuant to the Act? 

Yes __ No X 

(If "yes~. describe each complaint. and indicate the current status or final 

disposition of each complaint on the attached "Detailed Response.") 

12. Have you or any company in which you have a substantial interest ever been charged 

with any unfair, deceptive or anticompetitive business practices, or of any fraud, felony or 

antitrust violation during the past ten (l 0) years? 

Yes __ _ No X 

(lf"yes", please describe, and indicate the disposition or current status of each 

proceeding on the attached "Detailed Response.") 

13. Have you or any company in which you have a substantial interest been involved in any 

aircraft accident or incident during the past year, or in the past and which remains the subject of 

an open investigation by the FAA, NTSB or by any other entity? 

Yes __ _ No __ x....._ __ 

(lf"yes", on the attached ''Detailed Response" please include the date of the occurrence, 

the type of flight,. the number of passengers and crew on board and an enumeration of injuries or 

fatalities, and a description of the damage to the aircraft. Provide the FAA and NTSB file 

numbers and the status of the investigations, including enforcement actions initiated against the 

carrier and/or you. Also include any positive a~-tions taken to prevent an occurrence of similar 

events.) 

M 11..~ l-'1-/s-

-ros:r;;}{ . Tk 1l rvteJS Date 

Name (Printed) 
21 AIR,LLC 

Detailed Response (if applicable). 
21 AIR, LLC 

DULQuestiontlaire (Key Personnel) 

NB: The information you provide in response to this Questionnair<' will be use<! in 21 

Air, LLC's respottses to DOT in connection witlt 21 Air, LLC's Certificate Authority. All 

questions should be answered fully and comtllctely. Where more detailed responses arc 

required or requested, tllease use the at1aehed "Detailed Responses" sheet. 

I. Plcnse state your name and residence address: 

Brian Lvnclt 

PO Box 811/3068 Sharpsville Road 

Lynchburg, OH 45142 

2.. Title of Position with 21 Air, Ll.C: 

Director of Maintenance 

3. Number and type of shares of Company stock owned, or to be acquired, if any: 

N/A 

4. Current Position, Business Address and Telephone: 

(Complete only if you are not currcnlly employed by the Company. Otherwise indicate 

"N/A.") 

Troining Instructor I Developer (JMCC) 

1113 Airport Road 

Wilmington, OH 45177 

5. Are you a citizen of the United States? 

No 

(If you are not a U.S. citi1.cn, please indicate nationality and cmrent immigration status 

on the attached "Detailed Response".) 
6. Arc you currently an {)fficer. director or major shareholder ( l 0 percent or more of 

the total stock), or do you have any other significant interest in, any other air carrier, foreign air 

cal'l'ier, common carTier, person substantially engaged in the business of aeronautics, or person 

whose principle business is the ownership or control of any such transportation or aeronautic 

activity? 

Yes No 

(lf''Yes", please provide information regarding all such positions and any other relevant 

infunnatiuu on the attached "Detailed Response.") 

7. Have you in the past, held any position with any U.S. or loreign uir carrier, or other 

aviation-related business'? 

Yes~X. 

(lf"yes", please provide information regarding ullJ>ositions held, with dates of 

employment and responsibilities, and any other relevant information on the 

attached "Detailed Response," or attach a copy of a recent resume to this 

Questionnaire.) 

S. Are you related by blood or marriage to any key personnel or person holding a substantial 

interest in 21 Air, LLC'? 

Yes __ _ No __ x __ 

9. Arc you or any company in which you hnvc a substantial interest (beneficial control of 

I 0% or more of the outstanding voting stock) the subject of any legal action or outstanding 

judgment in excess of $5,000? 

Y<h __ _ No __ ··--.. 

(lf"ycs", please provide date and amount of each claim or jud!,>ment, the name of e!tlih 

claimant or judgment creditor, and how long outstanding on the attached "Detailed 

Response.") 

l 0. Are you or any company in which you have a substantial interest the subject of any action 

or outstandingjudgmcnt of less than $5,000'! 

Yes .. ___ _ No X 

(lf"yes", please supply the total number and aggregate amount of all claims and/or 

judgments outstanding against you on the attached "Detailed Response.") 
11, Arc you or any company in which you have a substantial interest !lOW, OJ' have you been, 

the su~ject of a pending investigation, tbnnal complaint or cnlorccmcnt action by the DOT or the 

FAA during the past five (5) years regarding compliance with the Federal Aviation Act of 1958, 

as amended, or any order, rule, regulation or other requirement issued pursuant to the Act? 

Yes ___ ._ No_X __ 

(lf''yes", describe each complaint, and indicate the cum;nt status or 11nat 

disposition of each complaint on the attached "Detailed Response.") 

12. Have you or any company in which you have a substantial interest ever been charged 

with any unfair, deceptive or anticompetitive business practices, or of any fraud, felony or 

antitrust violation during the past ten ( 1 0) years? 

Yes_ No_ 

(If "yes", please dcscrihe, and indicate the disposition or current status of each 

pmceeding on the attached "Detailed Response.") 

13. Have you or any company ill which you have a substantial interest been involved in any 

air<: raft accident or incident during the past year, or in the past and which remains the subject of 

an open investigation by the FAA, NTS13 or by any other entity? 

(If ''yes", on the attached "Detailed Response" please include the date of the occurrence, 

the type of flight, the number of passengers and crew on board and an enumeration of irUuries or 

fatalities, and a dc>cription of the damage to the aircraft. Provide the FAA and NTSB tile 

numbers and the status of the investigations, including enforcement actions initiated against the 

carrier and/or you. Also include any positive •ctions taken to prevent an occurrence of similar 

events.) 

~>~ .. ~ebruary 16,2015 

·~-·- Signa!llre Date 

Brian Lynch 

Name (Printed) 
21 A In, LLC 

Detailed Response (if applicable). 
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1udgmenh ouNtnndinu a~a11:~;r ;.on nu the :HtcH:hcd "Dcirtiled Respunsc."l 
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~-----------· , ___ ~-·-· ~ ~-·-·------~~ --·--·~-

";um: (Pri!ltt:d) 
21 AIR. LLC 

~: Tbe information you provide in response to tbi.s Questionnaire will be used in 21 

Air, LLC's res(runses to DOT in cono~etion with 21 Air, LLC's Certificate AuthoritJ. All 

questions should be answered fully and completel)'· Where more detailed responses arc 

required or requested, please use the uttadted ''Detailed Responses" sheet. 

l. Please ~tate :vour mune und residence address: 

Michael Steinke 

1869 Oldtown Road 

Walnut Cove. North Cawlina 27052 

2. rille of Position with 21 Atr. LLC: 

Director Quality Contwi/Chicfln;pcctor 

J. Number and type of >hares of Company stock owned. or to be acquired. if any: 

None 

4. Current Position, Business Addrcs; and Telephone: 

(Complete only if ynu are nlll currently em1>luyed by the Comr>any. Otherwise indicate 

·'"JIA.") 

Director Quality ( ontrol/Ch icf Inspector 

Sky Lease 1. 243A Burgess Road, Greensboro, NC 27409 

331>-668-7 'i 19 

5. Are you a dtizcn ofihc United Stntes'J 

Yc> .. X. No 

(If you arc not a U.S. ciuzen. pkasc indicate nationality and current immigration statu> 

on tho anached "llelailcd Respnn,e".) 
6. Arc you currently an officer, director or major shareholder ( 10 percent or more of 

the total stock). or do you have •n~ other significant mtcrcst in. any other air carrier. foreign air 

carrier, common carrier, person suhstamially engaged in lhe business of aeronautics~ or person 

>Whose principle business i~ the ownership or cuntn'l of any such transportation or aeronautic 

a'tivity? 

(lf"yts''. please provide infommtion twardmg all such p<hitimb and any ntller rele>nnt 

information on the attached "Detailed Response.") 

7. Have you in the pHsl. held <UlY pnsitiun v.ith any U.S. nr rorci,;n air carrier, or uthcr 

aviatlon .. rclattd business? 

Yes, 

(lf"yes··. please provide lnfrmnution regarding ail position~ held, with dates or 

e-mployment and responsibilities, and any other rdevaut information on the 

attached "Detailed Respll!lse," or attach a copy of a recent resume to this 

Questionnaire.) 

8. Are you related by blood or marriage to ony key personnel or person holding a sub,tantial 

interest iu 21 Air. LLC" 

No X 

9. Are you ot· any company in which you have a substantial interest (beneficial control of 

l 0%, or more of the outstanding_ voting :-~tock) the sul:_i~t of any legal action or outstanding 

judgment in excess of $5.000'? 

Yes No X 

(lf··ycs'·. plea-.e provide dare a nil amount ot each claim or judgment, the name of each 

claimant or judgment creditor, and how long outstanding on the attached "Detailed 

Response.") 

I 0. Are you or any company in which you have a substantial interest the subject of any action 

or outstanding judgment ot' less than $S,000'' 

Yes_. ___ _ Nn X 

(lf·'yes'', please supply tht: total number and aggregate nmoum ur all da\m:, ami! or 

judf'!,mcnts outstanding against you on the attached ''Detailed Response.··) 
II. /Ire you or any company in which you have a substantial interest now, or have you been, 

the subject of a pending investigation, t{lrmal complaint or enforcement action by the DOT or the 

FAA during the past live ( 5) year;; regard in!,\ compliance with the Fcdcrnl Aviation Act of 195&, 

as amended. or any ordcrl rule, regulation or other requirement lssucU pursuant to the Act? 

No 

(lf"y~s", describe each complaint, and indtcatc the current status or linal 

di;position of each complaint on the attached "Detailed Response.'') 

12. Have you or any company in which ynu have a suhstantia1 interest ever been charged 

with any unla<r. deceptive or anticompetitivc businc'> practices, or ol any rraud, felony or 

untitrust violation Juring the past len {I 0) )Cars·.) 

Yes No 

(lf·"yes'·, please desert he, and indicalc the dispo<>ition or current status of each 

pto"c~ding on the atta~;hcd '"lktailcd Response.") 

13. Have you or any company in which you have a substantial interest been lnV"oln:J in any 

aircratl accident or incident during the past year, or in the past and which remains the subject or 

an open investigation by the FAA, NTSB nr hv any other entity'' 

Yes 

(lf'·yes''. on the attached "Detailed Response" please include the date of the occutTence, 

the type nf11tght, the numher Hf passengers and crew nn board and an enumeration or injuries or 

fatalities, and a description of the damage to the aircrnl\. Provide the l'AA and NTSB file 

numbers and the status of the investigalions~ including enforcement actions initiated against the 

carrk·r and/or you. Also in~;lude any positive actiuns taken to prevent an oc-currence of similar 

CVCIHS.) 

dl·Jo·IS 

Date 

Michael Steinke 

Name (!'nntcd i 
21 AIR, J.LC 

Detailed R~sponsc (if applicable) 

){osenbahn Aviation~ Meehan it:_ maintenance (.;llntn.JIIcr/lnspcctor. 121 airline 

Kalitta Station Manngcr/ Inspector, I~ I Airline 

Gemini Air Cargo Line Mamtenance Manager/ lnopector. l ~ l Airline 

Air Transport International- Maintenance Manager/Inspector, 121 Airline 

Express Net aid inc u· Manager of \1aintenance ControL 1.:!1 Airlim: 

Tmdewinds/Sky I .case- Manager nf Maintenance Control, Director Maintenance, IJtrcctor 

QualityiChicflnspcctor. 121 Airline 
EXHIBIT 21AIR-6 

ORGANIZATIONAL CHART 
21 AIR 

ORGANIZATION 

President & Chief Executive Officer 

I 

I I 1 l 

Chief Financial Ofticer 

Director of Director of Director of 

Maintenance 

Safety & Security Operations 

L_ Chief Pilot 
2014 & 2015 YTD CURRENT BAl,ANCE SHEET 

& FINANCIAL STATEMENT 

EXHIBIT 21AIR-7 
21 Air LLC 

Balance Sheet 

January 31, 2015 

!Balance St'!eet 

Cash 

AIR - Trade Receivables 

AIR-Other 

Current Assets 

Deposits 

Advances • Solar Cargo Inc 

Other Assets 

Fixed Assets - Cost 

Fixed Assets -Ace Depreciation 

Property & Equipment 

Total Assets 

AlP· Accounts Payable Trade 

Current Debt 

Current Liabilities 

Debt Payable - JW Aviation LLC 

Total Liabilities 

Retained Earnings 

Current Year Income 

Total Equity 

Total Liabilities & Equity 

Nota: Unaudited, Interim Financial Statements 

Balance 

$ 3,023,295 

23,011 

2,624 

3,048,930 

37,439 

543,920 

581,360 

0 

0 

0 

$ 3,630,289 

$ 216,112 

483,000 

699,112 

2,720,985 

3,420,097 

73,536 

136,657 

210,193 

$ 3,630,289 

0 
21 Air LLC 

Income Statement 

January 31, 2015 

!Income Statement Ytd 

Sales $ 1,249,920 

Landing & Parking Fees 14,171 

Aircraft Lease 693,516 

Aircraft Crew Costs 20,360 

Aircraft Maintenance Costs 200,081 

Cost of Goods Sold 928,128 

Gross Margin 321,792 

Payroll Expenses 129,896 

Promotional Expenses 1,022 

Building Expenses 2,249 

Professional Expenses 31,310 

Administrative Expenses 20,658 

Total Operating Expenses 185,136 

EBITDA 136,657 

Depreciation & Amortization 

EBIT 136,657 

Interest Expense 

Net Income Before Taxes $ 136,657 

Note: Unaudited, Interim Financial Statements 
21 Air LLC 

Balance Sheet 

December 31,2014 

!Balance Sheet 

Cash 

AIR- Trade Receivables 

AIR· Other 

Current Assets 

Deposits 

Advances - Solar Cargo Inc 

Other Assets 

Fixed Assets • Cost 

Fixed Assets ·Ace Depreciation 

Property & Equipment 

Total Assets 

AlP- Accounts Payable Trade 

Current Debt 

Current Liabilities 

Debt Payable- JW Aviation LLC 

Total Liabilities 

Retained Earnings 

Current Year Income 

Total Equity 

Total Liabilities & Equity 

Note: Unaudited, Interim Financial Statements 

Balance 

$ 2,060,717 

322,104 

2,624 

2,385,445 

0 

383,706 

383,706 

0 

0 

0 

$ 2,769,151 

$ 58,286 

8,000 

118,146 

2,577,469 

2,695,615 

0 

73,536 

73,536 

$ 2,769,151 

0 
21 Air LLC 

Income Statement 

December 31, 2014 

!Income Statement Ytd 

Sales $ 6,407,306 

landing & Parking Fees 267,694 

Aircraft lease 3,523,493 

Aircraft Crew Costs 743,585 

Aircraft Maintenance Costs 11057,672 

Cost of Goods Sold 5,664,127 

Gross Margin 743,179 

Payroll Expenses 480,175 

Promotional Expenses 30,261 

Building Expenses 1,069 

Professional Expenses 143,538 

Administrative Expenses 15,455 

Total Operating Expenses 669,643 

EBITDA 73,536 

Depreciation & Amortization 

EBIT 73,536 

Interest Expense 

Net Income Before Taxes $ 73,536 

Note: Unaudited, Interim Financial Statements 
EXHIBIT 21AIR-8 

AFFIDA VlT 01<' AIRCRAFT COMPLIANCE 
Affidavit of Safety C()mpliance 

David R. Norgren being first duly sworn, deposes and says: 

I. That he is duly qualified and serving as Director of Operations of 21 Air, LLC 

("21 Air") and that he is authorized tp and does make this affidavit for it. 

2. That all aircraft currently owned and leased, or in the future will be owned and 

leased, by 21 Air, have been/will be certified by the Federal Aviation Administration and 

currently comply/will comply with all applicable Federal Aviation Administration safety 

standards under Part 121 as well as the noise standards of part 36 of the Federal Aviation 

Regulations. 

Subscribed and sworn to before me this 

[SEAL] 

My commission expires: 

·-- ·----~---~--

Signature 

: day of.:.'~' '~::..'{ 2015. 

.. } ( ' 

l I 

-~-1~ =' ~-;;: ·- ~- Signature ~!Notary Public 
21~ 8767 -200ERSF 

N999YV & N881 YV 

Aircraft Specifications 

Max Taxi Weight 

Max Take-off Weight 

Max Landing Weight 

Max Zew fuel Weight 

Max Fuel Capacity 

ILS Landing Category 

(kgs) 

!59755 

159210 

l2X.lll7 

12(1657 

65H59 

CAT JIIB 

(lbs) 

352199 

.l50997 

2X3000 

26(,(103 

145194 

Engin•Datn 

(;[ 

Po:tition 

Monufactut·er 

Engine Type/ Mudel 

Set•ial Number 

Thm't 

CH-KOC282 

690.l46 

m 

5!000 Jh.., 

C•rgo Doo1· Dimensions 

Main Deck: 

FWD: 

AFT: 

Bulk: 

PnUet Conflgurnllon 

Manufacturer 

Pm1 Number 

Main Deck: 

Conliguration A 

Contiguration B 

Conliguration C 

Configuration D 

Configuration E 

Lowet• Deck: 

135 width* 101 h('ight 

13-+ width "' 69 hdght 

70 width * ()t) h~tght 

"~6 withh + -t5 h~ight 

AAR 

559n-t21 

I l) mnJ, A2 X~* 125 containers 

21 patl~.:h ~g * lOX 

1 o -.tnn~.lartl pallcb 96"" I ::!5 

t _{pullet:-. X~ * l25 

12 , .. tandanJ pall~o:ts 96 * 115 

a' origmal pux (-200ER) 

161'1 Cnpabillty 

2 

GE 

(f'6-80('282 

690178 

B2 

51000 ll" 
l-YEAR PROJECTED PRO FORWA BALANCE SHEETS 

& P&L STATEMENT 

(Redacted for Projected Revenues & Profits! 

EXHilliT :ztAIR-9 
Pro-Forma Balance Sheet I Post Certification 

21 Air,LLC 

For Ql Through Q4 

Cash Basis 

Q1 Q2 Ql Q4 

ASSETS 

CUrrent OJ$$l!tS 

Cash and cash equivalents $ 559,911 $ 1,332,591 $ 2,102,262 $ 3,606,932 

Accmmtt- rPceivable 

Total current assets s 559,921 $ $ 2,102,262 $ 3,606,912: 

Fixed Auets 

Plant & tqulpment (Net) 

Furn1ture and F1xtures (Net) 

Total Net Fixed Assets $ $ $ $ 

$ 559,921 $ 1,»2,591 $ 2,102,262 $ l,$06,932 

LIABIUTIES 

Current liabilities 

Accounts payable trade $ $ s $ 

Accounts payable other $ $ $ $ 

Total Current liabilities $ $ $ $ 

Long Term U<Jbi!fties 

Total UlngTerm Uab!Hties s $ $ $ 

Stockholders' equity 

Capitill Stock 

Retaine<l Earnings (AI::cumulated Deficit} s s ssq,921 $ 1,332,591 $ 2,102,262 

Net Income $ <;59,971 $ 772,6ll $ 709,671 $ 1,504,671 

total StockhoJders' Equity $ 559,921 $ 1,332,591 $ $ 3,606,932 

Total Uabil fties and £quity $ 1,..332,591 $ 2,1()2,26? $ 1,606_,932 

$ $ $ $ 
Income Statement I Post Certification 

21 Air, llC 

For Q1 Through Q4 

Cash Basis 

OPERATING REVENUE JM_._ 

ACM! Sales 

Charter Revenue 

Net Sales 

OPERATING EXPENSES 

Dlre<t Expenses 

Fuel 

Landing 

Pukbg 

Ni!vJgalional Fees 

Dispatch 

Aircraft Ground l"i<Fiditng 

Alrrraft lease r:ost 

Crew Crpenses 

Aircraft 

Hotables. & Parts 

Aircraft !nsurance 

-$-

5 

$ 

$ 

5 

$ 

s 

$ 

$ 

$ $ 

15,000 $ 

5,000 $ 

£,000 $ 

3,000 $ 

10,000 $ 

/,000 $ 

900,000 $ 

44S,G44 $ 

157500 $ 

262,500 $ 

147,498 $ 

1 otal Direct Expenses 

General Adminis:tratlve 

tmp!ovees' salane:.-, Benefits ar>d tdxcs $ 

Office Rent ;:. 

Utfi1ties $ 

rrcvel EntNtainment & Other Expenses $ 

f>roffesswoa1 & Consulting Fee£ $ 

Legal Fees $ 

Offtr.e $ 

Bank fees S Duties, 1;nce;, & Otht>f rees $ Freight & Couric' b:pense.<. S 

Start,Up Cost $ 

Total General Adminisuative Expenses $ 

244,?.38 $ 

4,500 $ 

3,000 $ 

lS,OOO $ 

$ 

$ 

750 $ 

450 $ 

3,000 $ 

s 

255,000 

S2S,938 $ 

22,500 $ 

7,'>00 $ 

G.OOO $ 

4,500 $ 

15,000 s 

10,500 s 

900,000 s 

44S,&44 S 

157,500 $ 

261500 ) 

147,498 $ 

1,979,142 $ 

24A,238 $ 

4,500 $ 

3,000 $ 

$ 

.. om s 

10,000 $ 

1,500 s 

4')0 s 

3,000 s 

6,500 $ 

293,188 $ 

2.!,500 $ 

1,500 $ 

9,000 $ 

4,500 $ 

1S,OOO $ 

10,500 $ 

900,000 $ 

445,644 $ 

157,500 s 

262,SOO $ 

14/,498 $ 

1,952,142 s 

244,238 $ 

4,SOO $ 

:!))00 $ 

15,000 $ 

5,000 $ 

10,000 $. 

1,500 s 

$ 

3,00C $ 

6,500 s 

293,188 $ 

21,500 s 

7,500 $ 

9,000 $ 

4,500 $ 

15,000 $ 

$ 

900,000 $ 

445,644 $ 

157,500 s 

262,500 $ 

147,4'98 s 

1,982.142 $ 

244,238 s 

4,5.00 $ 

3.000 $ 

15,000 $ 

5,000 $ 

10,000 $ 

1,500 $ 

450 s 

3,000 $ 

6,500 $ 

s 

29"3,1S8 $ 

3

11

7

1

Total Operating Exp.fH'Ises -$-· -2-;:iss,oBO s 2,272.,330 s 2,275,330 s 2,2iS;no- $ 9

Net lntorrte (Loss} before Taxes 

Taxes on 

Net Income (loss} After T;uo:es 

NET INCOME {lOSS} 

AsUif'l'lptiOr'IS 

ACMl Selling Rate 

B767·200ER Spedal freighter tease Rate 

Insurance 

s s 

s 

3,150 f'er Block Hour 

200 Monthly Per A/C 

24,S83 Monthly Per A/C 
Description 

Chief Executive and Operations Officer Chief Financial Officer {CFO} 

VP Operatiom 

Director of Safety and Security Director of Maintenance 

Ch1ef Pilot Chief Inspector 

Aa::ountant & Treasury 

Administration Manager 

Clerk- Billing & A/R (1) 

Total Year before Taxes & Benefits 

Taxes & Benefits 17".b 

Total Revenue 

Quarter 

$ $ $ 

$ 

$ 

$ 

$ $ $ 

$ 

$ $ 

$ 

Month.t 

11,667 $ 

5,417 $ 

11,667 $ 

7,500 $ 

9,167 $ 

7,083 s 7,083 $ 

3,833 $ 

3,500 s 

2,667 s 

69,583 $ 

11,829 s 

81,413 $ 

Month2 

11,667 s 

5,417 $ 

11,667 s 

7,500 s 9,167 $ 7,083 $ 7,083 s 

3,833 $ 

3,500 $ 

2,6€7 $ 

69,583 $ 

11,829 $ 

81,413 $ 

21 Air, LLC 

1st Year of Operations -Administrative Payroll 

Month3 

11,667 s 

5,417 $ 

11,667 $ 

7,500 $ 

9,167 $ 

7,0lB $ 7,083 s 

3,833 $ 

<,500 $ 

2,667 s 

69,583 $ 

11,829 $ 

81,413 $ 

Month4 

11,667 $ 

5,417 $ 

11,667 $ 

7,500 $ 

9,167 s 

7,083 $ 

7,083 $ 

3,833 5 3,500 $ 

2,667 $ 

69,583 $ 

11,829 s 

81,413 $ 

MonthS 

11,667 s 

5,417 $ 

11,667 $ 

7,500 $ 9,167 s 7,083 s 7,083 $ 

3,833 $ 3,500 $ 

2,667 $ 

69,583 $ 

1l,829 $ 

81,413 $ 

--··- ·--- --·-

Month6 

11,667 s 

5,417 $ 

11,667 s 

7,500 $ 

9,1G7 $ 7,083 s 7,083 $ 

3,833 s 

3,500 $ 

2,667 s 

69,583 $ 

11,829 $ 

81,413 $ 

Month 1 

11,667 s 

5,411 $ 

11,667 $ 

7,500 $ 9,167 $ 7,083 $ 7,083 $ 3,833 $ 3,500 $ 

2,667 $ 

69,583 $ 

11,829 s 

81,413 $ 

MonthS 

11,667 $ 

5,417 $ 

11,667 $ 

7,500 $ 

9,167 $ 

7,083 $ 7,083 $ 

3,833 $ 

3,500 $ 

2,667 $ 

69,583 $ 

11,829 s 

81.413 $ 

Month9 MlHith 

11,667 $ 

5,417 $ 

11,667 $ 

7,500 $ 

9,167 s 

7,083 $ 

7,083 $ 

3,833 $ 3,500 $ 

2,667 s 

59,583 $ 

11,829 $ 

81,413 $ 

11,

5,

11,

7,

9,

7,7,

3,3,5

2,6

69,5

11,8

81,4

11244.238) IS a.4,:usl u 244:2311 I 

Q1 Q2 Q3 
Administrative - Payroll Detail 

Salary 

Qty Annual Total 

Chief Executive and Operations Officer 1 $ 140,000 $ 140,000 

Chief Financial Officer (CFO) 1 $ 65,000 $ 65,000 

VP Operations 1 $ 140,000 $ 140,000 

Director of Safety and Security 1 $ 90,000 $ 90,000 

Director of Maintenance 1 $ 110,000 $ 110,000 

Chief Pilot 1 $ 85,000 $ 85,000 

Chief Inspector 1 $ 85,000 $ 85,000 

Accountant & Treasury 1 $ 46,000 $ 46,000 

Administration Manager 1 $ 42,000 $ 42,000 

Clerk- Billing & A/R (1) 1 $ 32,000 $ 32,000 

Total Year before Taxes & Benefits $ 835,000 

Taxes & Benefits 17% $ 141,950 

Total Year $ 976,950 

Total Month $ 81,413 
8767-lOOERSf 

B767 CAPTAIN 

B767 FIRST OFFICER 

8767 FME (load Master) 

Captalns 

First Officer 

Year 

$79,200 $50,400 

Flight Mechanics \Load Master) $62,317 

Per Diem 

Crew Train;ng Pay 

Crew Tralnmg Travel 

Burden 

Vacation, Sick and OT 

Hotel and Travel Expenses 

Totcls 

Quarter 

15% 

10% 

$ 20 

6 

6 

6 

$ 39,600 $ 

$ 25,200 $ 

$ 31,158 $ 

$ 21,600 $ 

$ 14,394 s $ 9,596 $ $ 7,000 $ 

$ 14S,54R $ 

6 

6 6 

6 

6 

6 

39,&00 $ 39,600 $ 

25,200 s 25,200 $ 

31,158 s 31,158 $ 

21.600 s 21,600 $ 

$ 

• 

6 

6 

21 Air, LLC 

• 

6 

6 

39,600 $ 39,600 $ 

25,200 $ 25,200 $ 

31,158 $ 31,158 $ 

71,600 $ 21,600 $ 

$ 

6 

6 

6 

39,600 $ 

25,200 $ 

31,158 $ 

21,600 $ 

• 

6 6 

6 6 6 

39,600 $ 39,600 $ 

25,200 $ 25,200 $ 

31,158 s 31,158 $ 

21,600 $ 21,600 s 

14,394 $ 14,394 s 14,394 $ 14,394 $ 14,394 $ 14,394 $ 14,394 $ 

9,596 $ 9,5% s 9.5% $ 9,596 s 9,$96 $ 9,59& $ 9,596 $ 

7,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 7,000 $ 

148,548 $ 148,548 $ 148,548 $ 148,548 $ 148,5413 s 148,548 $ 148,548 $ 

6 

6 6 

39,600 $ 

25,200 $ 

31,15R $ 

21,600 $ 

14,394 $ 

9,5% $ 

7,000 $ 

3

2

3

2

148,548 $ 14

Is M..o;.;l I$ 445.6441 I $ .Ws,.;;.; I 

Q1 Q2 Ql 
21 Air, llC 

1st Year of Operations- Aircraft Cost Detail 

Gimription Month 1 Monrh2 MotJth 3 MOilth 4 Months Month6 Month 7 MonthS Month9 Month 10 

luse Paymenu 

Lease Payment monthly per Aircraft N881YV S 150,000 $ 150,000 $ 150,000 $ 1$0,000 $ 150,000 S 150,000 $ lSO,OOO $ 150,000 $ 150,000 $ 15{.),\'X.JO $ 

lt>ase Payment monthty per Aircraft N999YV $ 150,000 $ 150,000 S 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ '150,000 $ lSO,OOO S 

LCII\e f>ayme11t mon1hly per Al1craft #03 

leare Payment monthly per Ain::raft #04 

Totalleas.e Payrnerrts 

line Maintenance 

Block Hours A/C N881YV Block Hours A/C N999YV 

T01al a. H. 

Vr. line Malntemm€.f' Per Block Hour 

Tot(lll line Maintenance 

Rotables & Parts 

Hours A/C NB81YV 

Block Hours A/( N999YV 

Total B. H. 

Vr. Rotables & Part<; Per Brock Hour 

Total Line Maintenance 

lns\lrance 

Block Hours NC NS!UYV 

Bloci Hours A/C N999VV 

T otall nsurante 

Quarter 

Quarter 

Quarter 

$ 

$ 

$ 

$ 

s 

300,000 

175 

m 

350 

150 $ 

52,500 $ 

115 

175 

350 

25D $ 

87,500 $ 

24,583 $ 24,583 $ 

49,166 $ 

300,000 300,000 

IT -.oo . ..oo1 

115 

m 

350 

150 s 

52,500 $ 

Q1 

1l5 

m 

350 

150 $ 

52,500 $ 

[$ 1>7,.00 I 

175 

175 

350 

250 $ 

87,500 $ 

Ql 

175 

175 

350 

250 $ 

87,500 $ 

1 s 262.sool 

Ql 

24,583 $ 24,583 $ 

$ l4,583 $ 

49.166 $ 49,16& $ 

J ;-,4].4.!) 

QI 

300,000 

175 

1/5 

350 

150 $ 

52,500 $ 

"' 

l75 

350 

250 $ 

87,500 $ 

24,583 $ 24,:.83 $ 

49,166 $ 

300,000 :100,000 

I $- ..00;11001 

17:. 

l!S 350 

150 s 

52,500 $ 

Q2 

175 

115 

350 

150 s 

52,500 $ 

m 

l75 

350 

250 $ 

87,500 $ 

Q2 

171 

175 

350 

$ 

87,500 $ 

I $ I 

Q2 

24,583 $ 24,583 $ 

$ 24,583 s 

49,166 $ 49,166 $ 

[s -,.7A9S] 

Q2 

300,000 

m m 

350 

150 $ 

52.500 $ 

175 

175 

350 

2S.Q $ 

87,500 $ 

24,583 s 

24,583 $ 

49,166 $ 

300,000 300,000 

[$-..00:00.] 

m 

175 

"0 

1'i0 $ 

52.500 $ 

Q3 

175 

m 

350 

150 $ 

52.500 $ 

175 115 

350 

250 $ 

87,500 $ 

Q3 

175 175 

350 

2SO $ 

87,500 $ 

[$ -:!62:51>0] 

$ 

24,583 $ 

49,166 $ 

Q3 

24,583 $ 24,583 $ 

49,166 $ 

[$ , .. , .... ! 

Q3 

:100,000 

m 

m 

3SC 

150 $ 

52,500 $ 

175 

1/5 

350 

250 $ 

87,500 $ 

24,583 $ 24,583 $ 

49,166 $ 
21 Air, LLC 

1st Year of Operations - Projected Revenues 

Description Month1 MonthZ Month3 Month4 MonthS Month 6 Month7 MonthB Month9 MonthlO 

B767-200£11SF 

Block N881YV 175 175 175 175 175 175 175 175 175 175 Block N999YV 175 115 175 175 175 175 115 175 175 175 

3rd Aircraft 

4th Aircraft 

Total Monthly &.H. 350 350 350 350 350 350 350 350 350 350 

ACMI Selling Rate per B.H. $ 1,900 $ 2,900 s 2,900 $ 2,900 $ 2,900 s 2,900 s 2,900 $ 2,900 $ 2,900 $ 2,900 

Total Revenue $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 $ 1,015,000 

Quarter I s 3,04s,ooo I I s 3,045,000 I I s 3,045,000 I 

Ql Q2 Q3 
EXHIBIT 21AIR-10 

PRO.JECTED PRE-OPERATING & START-UP EXPENSES 
21 AIR, LLC 

CERTIFICATION I PRE-OPERATING COSTS 

EXHIBIT 21AIR-10 

The company has since 2014 been engaged in the ACMI Facilitator and Charter Broker business 

facilitating and marketing ACMI services and cargo charters to clients, with 2014 total sales of 

$6,600,117, showing a Net Income in its sta11-up year of $73,536. (I) the De<:ember 2014 Balance 

Sheet; and (2) the December 31, 2014 Income Statement, both attached at Exhibit 21AlR-7. For its 

second year of operations, 2015 YTD, the company has a net income of$136,657 on YTD sales of 

$1,249,920. ld .. Current team members on payroll (administrative and operations) along with other 

members of related companies, contribute their time as needed toward the certification process of 21 Air. 

Aircraft lease, insurance and salaries of Part 119 personnel will not be attributed to the airline operation 

until the operating authorities have been granted. 

Because 21 Air is already an operating company conducting profitable business operations, many of 

the start-up costs typically incurred by an ab initio applicant with no business operations have already 

been incurred. Aircraft lease, 1 insurance and related expenses will not be paid by the airline until the time 

revenue service is initiated. The only additional start-up costs are the costs of obtaining DOT and FAA 

operating authorities (including FAA aircraft proving runs). These pre-operating/certification costs are as 

follows: 

• Maintenance Bridging & Conformity 

• Certification + Legal Fees: 

• Flight Crews+ Mechanics: 

• Consulting Fees (Manuals): 

• Proving Runs: 

• Crew Training: 

Total: 

$ 45,000 

$ 60,000 

$ 66,974 

$ 65.000 

$ 35,000 

$ 50,000 

$321,974 

The 2 B-767F aircraft to be operated by 21 Air upon commencement of operations are currently on lease to, 

and operated by, a certificated air carrier. 
Start-Up Cost 

21 Air, LLC 

Maintenance Bridging & Conformity $ 45,000 

Certification+ Legal Fees $ 60,000 

Consulting Fees (Manuals) $ 65,000 

Proving Run $ 35,000 

Crew Training $ 50,000 

Crew & Mechanic Pre- Certification Salaries $ 66,974 

Total $ 321,974 
EXHIBIT 21AIR-ll 

FINANCIAL FITNESS TEST ANALYSIS 
EXHIBIT 21AIR-ll 

21 AIR, LLC 

J<T"''ANCIAL FITNESS TEST ANALYSIS 

As indicated in Exhibit21AIR-IO, 21 Air's Certification I Pre-Operating Costs are 

projected to total $321,974. As indicated in Exhibit 21 AIR-9. Projected Operating Costs for the 

Hrst full 12 month period of opet"dtions (based upon an average utilization of 175 block hours per 

aircraft per month, resulting in a projected 4,200 total block hours to be operated during the first 

year) will total $9,053,068. 

There tore, using the Department's traditional tlnancial fitness tonnula, the three month 

average of normal operating expenses based upon a full year of normal operating costs is 

estimated at $2,263.267. These projected operating expenses are covered by available cash at 

Bank's Savings Account (See: Exhibit 21Air-12). 

The financial Htness calculation detail is as follows: 

• Full-year/12 Months of Operating Costs: 

• Start-Up/Pre-Operating Costs: 

• 25%/3 Months of Operating Costs A veragc: 

• Available Cash Savings at the Bank: 

• Start-Up/Pre-Op Costs + 3 Mos. Op Costs Average 

• Surplus: 

$ 9,053,068 [See: 2\Air-9] 

$ 321,974 [See: 21Air-ll] 

$ 2,263,267 

$ 2,585,241 

$ 3,500,637 [See: 21Air-12] 

-$ 2,585,241 

$ 915,396 

In addition to the cash above indicated, company has account receivables from its ongoing 

continuing business that began in April 2014. 
EXHIBIT 21AIR-12 

FUNDS AVAILABLE LETH:R 
CHASEO Deposit Account Balance Summary 

02/18/2015 

Requestor information: 

21 AIR, LLC 

7800 AIRPORT CENTER DR STE 401 

GREENSBORO, NC 27409-9091 

Summary of Deposit Account 

Account Number Account Type I Open Date Current Balance 

Business Select High Yiold J 

3066376307 Savlnga I 04/0712014 I $3,500,637.11 

I 

: Customer Information I 

r-:.1 AIR, LLC Sole Owner 

\-cENRIQUE PEREZ Signer 

j ADOLFO MORENO Signer 

I 

1-

Avg Balance (12 mos) 

$401,137.00 

c~ ~~ Ac~unt li~ary request completed by: 

.st~RASMUN JPMorgan Chase Bank, N.A. 

NW B?th Ave. & 25th St. Bran c h 

2495 NW 87th Ave. 

~ 

(305) 863-6591 

Miami Springs Dora!, FL 33172 

PLEASE NOTE THAT THE INFORMATION PROVIDED IN THIS LETTER WILL BE 

THE ONLY INFORMATION RELEASED BY JPMorgan Chase, N.A. 

Tl'lls let1er l$ written as a matter of buslne$$ courtesy, without prejUdice, and IS lr,tcnded for tie coofidan!lal usa of lho addrassoo on~. No 

eansldarel!oo bit& been paid or mceiv&d !or the ls;~ance of this letter. The: .c-Jrces and contents ofUlls letlcr are no! tc be divl.llged and no 

rosponsiblllty Is ID a!lar:ti tc this bank or sny of 1\s offlcttrs. employees or agents by IM Issuance or contents of the latterwhk:h :s provided !r'l good fafth 

and In rellanca upon the assurances of coofvlt~n:tiallty prDIIded to this ban It Information am! IDipress!oos of opinion of any type oontained hentln are 

oblained from \he ream.ls of this bank mother sou!'Cils deemed reliable, withoullndependent !nves!lgo,Uon, but ~tuch lnformabor, and expression$ ere 

$ObJeCt to chango wl!hou! rWtk:B and (lo representation or wammly as to the aceumcy of such lntormal.lon or lha ra!labi!ltv of the sooreas Ia made or 

knplled or VOI.Id!ed In any way. ihls !Gttar ls not 1o be repmdUC(Id, used In any advortl6emen1 or In uny way whatso&ver except as reptesant&d to litis 

bar it lb.'s bank dOeS not un®rtate 1o nanty of any changes In the in!Ofmllllon oontalned Jn lhls Jettor. Any wHaoce ia at the &ole riSk of the 

addressee. 
EXHIBIT 21AIR-13 

OST-95-236 CAB AGREEMENT 18900 (OST FORM 4523) 
i.AW OFFlCES 

PIERRE MURPHY 

SUiTE 590 

1200 NEW HAMPSHIRE AVENUE, NW 

WASHINGTON, D.C. 20036 

TE!.EPHONE (202) 776-3980 

TELECOPIER (202) 776-3975 

February 26, 2015 

VIA ELECTRONIC SUBMISSIO:"' 

Dockets OST-95-236 

Dockets Facility 

U.S. Department of Transportation 

1200 New Jersey Avenue, SE 

West Building Ground Floor 

Room Wl2-140 

Washington, DC 20590 

Re: 21 Air L~C: 

Form OST-4523 {Warsaw Waiver): Docket OST:95-236 

Dear ~s. Hairston: 

On behalf of 21 Air, LLC ("21 Air") we respectfully submit the attached three 

copies of the executed OST Form 4523. 

Should you have any question or comment, please do not hesitate to contact me. 

Sii/c':rely, /( I / ?_.-" 

'J ' / ,, ----;:> i . j/ .. ,/>-

j~ierre,Mtiif;i1y 

i Attomey for 21 Air, LLC 

cc: Michael Mendez (21 Air) (via email) 
0 Docket OST 95·236 

U.S. Department ofT ransportatlon 

Office of the Secretary of Traosporu.Uon AGREEMENT 

The vndersigned carriers (hereinafter referred to as ~the Carriers") hereby agree as follows: 

1 Each of the Carriers shall, effective May 16, 1966, include the following in its condiuons of carriage, including tariffs embodying 

conditions of carriage tiled by it with any government 

"The Carrier shall avail iiSelf of the limitation of liability provided in !he Convention for the Unifocatlon of certain RUles 

Relating to International carnage by Air signed at Warsaw October 12th, 1929. or provided in the said Conventioo as amended by 

the Protocol signed at The Hague September 281h. 1955. HoW<Iver, in accordance lbith Article 22(1) of said Convention, or said 

Convention as amended by said Protocol. the Carner agrees that. as to all intemational transportation by the Carrier as defined in 

the ~d Convention or said Convention as amended by said Protocol, whictl, according to the contract of Carriage, indudes a 

porn! in the UnUed States of America as a point of origin, point of destination. or agreed stopping place 

(1} The limit of liability for each passenger for death. v.oundlng. or other bOdily injury shall be the sum of US $75,000 

fllCiusive of legal fees and costs, except that, ln case af a claim broughlln a State l'Al&r& pravlsion is made for separate 

aW!Ird of legal fees and costs, the limit •hall be lhe sum of US $58.000 exclusive of legal fees and costs. 

(2) The Carrier shall not. with respect Ia any claim arising oot of the death, wounding, or olhar bodily injury of a passenger, 

avao itseK of any defense under Article 20(1) of said Convention or said Convention as amended by said Protocol. 

Nothing hefein shall be deemed to affect the rights and liabilitie~ of the Carrier with regard to any cJaim brQught by, on behalf 

of, or in respect of any person \Nho has willfully caused damage which resu~ted in death, wounding. or other bodily injury of a 

passenger.• 

2. Each Carner sha:t. at the time of delivery of the ticket, furnish to each passenger v.t>ose transportetion •• governed by the 

Convention, or the Convention as amended by the Hague Protocol, and oy the spaclalcontract described'" paragraph 1. the following 

notice, which shall be printed in type at least as large as 10 point modem type and in ink contrastfng with the stock on (i)each ticket: (ii) 

a piece of paper either placed in the ticket envetope with the ticket or attached to the ticket or (iii) on the ticket envelope: 

'ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY 

Passengers on a journey involving an ulttmate destination or a stop in a country other than the country of origin are advised 

that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire joumey, Including any portion 

entirely within the country of origin or destination. For such paW~ngers on a joumey to, from. or with an agreed stopping place in 

the United States of America, tho Convention and special contracts of carriage embodied In applicable tariffs provide that !he 

liability of 

[certain 1• 

((name of carrier) and certain other] earners parties to such specialconttacls for death of or personal injury to passengers is 

limiled in most cases to proven damages nella exceed US $75.000 per pas...,ger, and that this liability up to such limll shall not 

depend on negligence on the part of the carrier. For such passengers trave!ing by a carrier not a party to such special COf!tracts or 

on a journey not to, from. or having an agr""d stopping place In lha United States of America, liabll"y of the carrier for d$ath or 

personal injury to passengers is limited in most casas to approximately US $10,000 or US $20,000. 

The names of earners pat1ies to such special contracts are availab!e at at! ticket offices of such carriers and may be 

examined on request. 

Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance 1s not 

affected by any limitalioo of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further 

infonnatton please consult your airline or insurance company representative.· 

3. [This Agreement was filed with the Civil Aeronautics Board of the Un"ed States. The Board approved It by Order E·23fl80. 

adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January1. 1985, this Ag,...mant 

became the responsJbility of the Department of Transportation {OOT} by operation of law.} 

4. This Agreement may be signed in any number of counterparts, all of whlch shall constitute one Agreement Any Carrier may 

become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 

5, Any Cartier party hereto may withdraw from this Agreement by giving tv.elve otice,ol ~thdraW!II to DOT 

zs l'> and the other Carriers parties to the Agreement 

OST F'Otm .($23 CFonnerty CAB Fonn 241:3) 

(S!gnatura ana Dale) --'-f""-'t'f---'\1--...::;+--'--'-------

(Printed Name and TiUe) -.-..Jidlcll;;411.!,1[e;ndl:;z,J~sillllml&r...C£(L __ 

{Nama and Address of Carrier} _____ 2_1_A_ir:.., _L_L_C ___________ _ 

Centerport II 

202 CentrePort Drive 

Suite 310 

Greensboro, NC 27409 
U.S. Department of Transportation 

Office of the Secretary of Tra11$porlat<on AGREEMENT 

Docket OST 95·236 

The undersigned carriers (hereinafter referred to as ~the Carriers") hereby agree as follows: 

1. Each of the Carriers shall. effective May 16, 1966, ,ncJude the following in tts conditions of carriage, including tariffs embodying 

conditions of carriage filed by it with any government 

"The Carrier shall avail itse~ of the limitation of llabiltty provided In the Convention for the Unification of Certain Rule$ 

Relatirlg Ia lntemaUonal Carriage by Air signed at Wafflaw October 12th, 1929, or provided in the said Convention as amended by 

the Protocol signed at The Hague September 28th, 1955. Homver, in aocardance !Mth Article 22(1) of said Convention, or said 

ConvenUon as amended by said P.rotocoi, the Carrier agfMS that, as to all international transportation by the Carrier as defined in 

the said Convention or said Convention as amended by said Protocol, whtcn, according to the contract of carnage, includes a 

point in !he Unilad States of Arrerica as a point of origin. poinl of destination, or agreed stopping place 

(1) The limit of liability for each passenger for death. ""'"nding, or other bodily injury shall be the sum of US $75,000 

incJusiv& of regal fees and costs, exoopt that in case of a craim brought in a Slate whare provision is made for separate 

award of legal teas and costs, the limit shall be the sum of US $58,000 exclusiva of legal fees and costs. 

(2) The Carrier shall not, v.ith respect to any claim aris1ng out of the death, wounding, or other bodily in;ury of a passenger. 

avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said ProiOcol. 

Nothing herein Shall be deemed to affect the rights and !labilities of the Carrier '#lith regard to any claim brought by, on behalf 

of. or in respect of any person who has willfully caused damage which resulted in death, wounding, or other bodily injUJY of a 

passenger."' 

2. Eaoh Carrier shall, atlhe time of delivery of the llcket, furnish to each passenger whose transportation is governed by the 

Convention, or the Convention as amended by the Hague Protoccl, and by the special contract described in paragraph 1, the following 

nottce, which shall be printed in type at least as large as 10 point modem type and In in~ contrasting with the stock on (i) each ticket; (ii) 

a ptece of paper either placed in the Ucket envetope 'Nith the ticket or attached to the tk;ket; or {iii) on the ticket envelope: 

•ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY 

Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised 

that the provisions of a treaty known as the Wal'tiaw Convention may be applicable to the entire joumey. including any portion 

entirely within the country of origin or destination. For such pas..,ngers on a journey lo. from, or !Mill an agreed stopping place in 

the Unhed States of Arrerica, the Convenoon and special contracts of carriage embodied in applicable tar>ffs provide that the 

liability of 

[certain r 

[(name of earner) and certain other] carriers parties Ia such special contracts for death of or personal injury to passengers is 

limited in most cases to proven damages not to exe&ed US $75.000 per passenger. and that this liability up to such limit shall not 

depend on negligence on the part of the earner, For such passengers traveling by a carrier not a party to such special contracts or 

on a journey not to, from, or haVlrlQ an agreed stopping place in the United States of America, liability of the carrier for death or 

personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. 

The names of Caniers parties to such special contracts are available at all ticket offices of such earners and may be 

examined on request. 

Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not 

affacted by any limitation of the carrier's liability under the Warsaw Convention or such SPIICfal contracts of carriage, Far further 

information please consult your airline or insurance company represenlative.~ 

3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E·23680, 

adopted May 13, 1966. The Agreement (Agreement 18900) became elfaoUve May 16, 1996. On January 1. 1985. this Agreement 

became !he reoponsibmty of the Department of TransportaiKJO (DOT) by operation of law.] 

4. This Agreement may be stgned in any numOOr of counterparts, all o1 v.tlich shall constitute one Agreement. Any Carrier may 

become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 

5. Any Carrier party hereto may withdraw from this Agreement by giving twelve otice/of ~hdrawallo DOT 

{S~gna!ure iiu'ld Date) -!'f.J~{Il.._Jrf---~':J-2=:~~·-Lt:.:'>~------ and the other Carriers parties to the Agreement. 

*E1tner alternative may ba 0$00. 

(Printed Name and Tille) 

{Nam& and Address of Carrier) ___ 2_1_A_ir:., _L_L_C __________ _ 

Centerport II 

202 CenlrePort Drive 

Suite 310 

Greensboro, NC 27409 
0 Docket OST 95·236 

U.S. Department of Transportation 

Offic& of the Secretary of Transportation AGREEMENT 

The undersigned carriers (hereinafter referred to as "the CaiTiers"'} hereby agree as follows: 

1, Each of the Carriers shall, effective May 16. 1966, include the following tn its conditions of carriage, including tariffs embOOy;ng 

conditions of carriage filed by it with any government: 

.. The Catrier shall avail itself of the limitation of lian!lity provided in the Convention for the Uni1lcaUon of Certain RuJes 

Relating IQ International Carnage by Air signed at Warnaw October 12th, 1929, or provided in the said Convention as amended by 

tho Protocol signed at The Hague Saj!tember 28th, 1955. However, in accordancaiMth Article 22(1) of •aid Convention, o< •aid 

Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation by the Carrier as defined in 

the said Convention or said Convention as amended hy said Protocol, fhhlch, according to the contract of carnage, includes a 

point in lhe United States of Ameri\:a as a point of origin. point of destination, or agreed stopping place 

(1) The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000 

inclusive of legal fees and costs, except that. in case of a claim brought m a State 'iwt1ere provision is made for separate 

award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs. 

(2} The Carrier shall not. with respect to any claim arising out of the death, wounding, or other bodily injury of a passenger, 

avail itself of any defense under Article 20( 1) of said Convention or said Convention as amended by said F'rotoooi. 

Nothing herein shall be deemed to affect the rights and liabilities or the Carrier with regard to any claim brought by. on behalf 

of, or in respect of any person who has INillfully caused damage which resulted in death, wounding, or other bodily injury of a 

passenger," 

2 Each Carrier shall, at the time of delivery of the ticket, furnish to each passenger whosetransportatlan is governed by tho 

Ccnvanl!on, or lhe Convention as amended hy the Hague Protoo:>l. and by !he special contract described in paragrapl11. lho f<>loiMng 

notice, which shall be printed in typa at least as large as 10 point modem type and in ink contrasting wilh the stool< on (i) each ticket: (ii) 

a piece ot papar either placed in the ticket enveiO!"' IMih tho ticket or attached to thelicket; or (iii) on the ticket en....,lope: 

'ADVICE TO INTERNATIONAL PASSENGER ON UMITATION OF LIABILITY 

Passengers on a journey involving an uitlmate destination or a stop in a country other than the country of origin are advised 

that the provisions ot a treaty known as the Warsaw Convention may be applicable to the entire journey. including any portion 

entirely 1Mthln the country of origin or destination. For such passengers on a journey to, from, or w!lh an agreed stopping place in 

the Unhod States of America, lhe Convention anti spacial COI\traots of carriage embodied in applicable tariffs provide that the 

liability of 

[certain l' 

!(name of carrier) and certain other} carriers parties to such spacial contracts for death of or personal injury to passengers is 

limited In most casasiQ proven damages not to exceed US $75,000 per passenger, and that this liability up to such limit shall not 

depend on negligence on the part of the carrier. For such passengers traveling by a carrlllf not a party to such special contracts or 

on ajoumeynot to,from, or having an agreed stopping place In the Unit&d States of America, liability of the carrier for death ot 

personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000. 

The names of Carriers parties to such special contracts are av-ailable at all ticket offices of such carriers and may be 

examined on request 

Additional protection can usually ba obtained by purchasing insurance from a private company. Such insurance is not 

affected by any limitation of the carrler'sliabitity under the Warsaw Convention or such speciat contracts of carriage. For further 

infonnation please consult your airline or insurance company representative." 

3. [This Agreement was filed Mth tho ClvU Aeronautics Board of the United States. The Board approved it by Order E-23680, 

adopted May 13, 1966. The Agreement (Agreement 18900)becameeff11Cllve May 16, 1966. On January 1, 1985, this Agreement 

became the respon&ibi!ity of the Department of Transportation (DOT) by operation of taw-J 

4. This Agreement may be signed in any number of counterparts, all of Vllhich shall constitute one Agreement Any Camer may 

become a party to this Agreement by signing a counterpart hereof and depositing it with DOT. 

5. Any Carrier party hereiQ may I'Athdraw from this Agreement by givmg twelve 

and the other Camers parties to the Agreement. 

OST Fomt .t523 (FonMrly CAB Form 213) 

202 CentrePort Drive 

Suite310 

Greensboro, NC 27409 
Regulations.gov- Your Receipt Page I of2 

regulations~gov 

Your comment was submitted successfully! 

The Department of Transportation (DOT) Other: Counterpart to Warsaw Agreement 1Vols.1 thru 111 

For related information. Open Docket Folder ~,, 

3 Your Receipt 

Your Comment Tracking 

Number: 1jz-Bhf4·rnl52 

Your comment: 

Comment: 

Your comment may be viewable on 

Regulations.gov once the agency has 

l'CViewed it. This process is dependent 

on agency public submission 

polidesjprocedures and processing 

times. Use your tracking number to 

find out the status of your comment. 

21 Air, LLC Form OST4523 (Warsaw Waiver) 

Uploaded File(s) (Optional) 

• Warsaw Filing.pdf: success 

This information will appear on 

Regulations.gov: 

First Name: City: 

Pierre Washington 

Last Name: Country: 

Murphy United States 

Mailing State or 

Address: Province: 

http://www.regulations.gov/ 

This information will not appear on 

Regulations.gov: 

Email 

Address: 

pmurphy@lop 

murphy.com 

Phone 

Number: 

202-776-3980 

2/26/2015 
Rcgulations.gov- Your Receipt Page 2 of2 

Law Offices of DC Fax Number: 

Pierre Murphy 

ZIP/Postal 

202-776-3975 

Mailing Code: 

Address 2: 20036 

- 1200 New -

Hampshire 

Avenue, NW, 

Suite 590 

http://www.regulations.gov/ 2/26/2015 
OST-96-1960 FAMILY ASSISTANCE PLAN 

ITO BE SUPPLIED I 

EXHIBIT 21AIR-14 
EXHIBIT 21AIR-15 

FAA CERTIFICATE STATUS 
Form Appmved 

OMB No. 2120·0593 

01/3112008 

0 PREAPPLICATION STATEMENT OF INTENT 

US Department of Transportation Federal Aviation Administration 

P•perworil Reductton Act Statt:rntnt: T11lt1 4'9lJ S C SiKI!Oll447U21tf'llpOwt~rs 100 Secratary of Trans~rti!IJQI'\ to i»Vfl' a1r car!'!ef 1P0"1ll\ollg certlhCalliiS &rJill¢ Mll!bhsh n'llf'lll'lum S4fely &!iMards for the 

OflfHahon ot ttltl a~r camer to wtwm &Jeri Cflft1hcatM are rs.sutd, Th¢" coml)l611!1d Preapplrr.al!or Sta!amem 011rotaru ;PASI) (ll!lMlaa a1 !flWI! I'll' tN: \l.Ophc.ant 10 Ct,ll\\lrl~Je th& ~hon !)'oct&$ The toea· 

f;;;. FhQht Stamtards Dl#oct Ott.t:tJ !FSOO)vsas the PAS1lo e .. aluate: tne compiexoty of il\e: prcposttd Ofll}fa\!01'\ Thfl FAA wdl tme the irformitlon 11 co!lochl and revi&W$ to eru~cre ccmp4MI~ and 

adhmeooe to rsgwlatloos a'}(! if r.acaasary. ilk$ t'mfoi'C*m&l'lt actiO!'! {ltl Wllato;s olthe reg~,N<tKms The FAA &Stlmate!llhe a-reraga bUI'tlen fm 101& cerl1fleat$ app~cai!Qf\ process. to JlCI®e procesSing 01 

lh1~ !en; 11> 96 hours R&ipO'\dents t.aw been QIV41l no aswr~fl<;t~ ffi confl®ntJahly Ar agency may flcl corrJuct or $?01150f anct a person ·~not fflQ\li<"IN to rlilwcnto a collecllcn ol Wlformabor W'lle!ill ;t 

i!!l;lays a cwrtmlly valid OMS~ flU~~' The OMB ~~~ ~:;~r aseoaa~e~;~~~~~s c!~:~ ·~ 21 20.~3 Commerm ,:;I)(IOOffilng imt aewraey al IIWil b:..rden and 'uguesltoos for 1ectuar.9\M 

SectiOn 1A. To Be Completed By All AppUcants 

1. Name and mailing add rna of com.,.ny 2. Addreu of principal base where operation• will be conducted 

21-Air, LLC (dO not use post offrce bOx) 

CentrePort 11 Piedmont International Airport 

202 CentrePort Drive, Suite 310 Greensboro. NC 

Greensboro. NC 27409 

3. Propoud Start·up date I 4. Requested three·letter company ldentititr In order Of preferance 

May 15,2015 1 TOA 2 TiNR 3 ATO 

S. Management PerwonneJ 

Name (Last frrst, middle) 1'1\le Tele-phone (•ndud!ng area coda) 

Mcmdez, Michael Ch1ef Executive Officer (305) 439·4149 

Gomez. Freddy Chief F1nanoal Officer (786) 436-4940 

Norgren, David Rudolph Director of Operations (336) 912·2524 

Thomas. Todd. Hamplon Director of Safety and Secunty (336) 643-5492 

\Vi!hoit, James, Roger Chief Ptfot (336) 287-8568 

Steinke, Michael Chief Inspector {336) 453·3540 

LynCh, Bnan. E Director of Mamtenance (937) 354·2430 

Section 18. To Be Completed Sy Air Operatora 

6. Proposed type of operation (eheck •• many as applicable) 

IRJ A1r Carner CethfiC&!e li!] Pari 121 0 Passengers and Cargo 0 Single ~lot Operator 

0 Opetatmg Certlflt.ate 0 Par1125 lil Cargo Only 0 Smgle Pl!ot-in-Commat'K!" Operator 

0 Part 135 0 Scheduled Operations D 8aStcPar11350perator 

0 Nan~,>eheduled OperatiOnS 

se<.uon 1C. To Be Complated By Air AgenelH 

7. Propo-.ct type of a~ncy and ratlngla) 

0 Part 145 Repair Statirm 0 Pan 147 Maintenance Techmcal School 

00omesllc 0 Airlrame 

0Fou:!ugn ONBW 0 Renew 0 Powerplant 

0 Satellrte 0 Bolh 

0 .tvrlrame 0 lnstrumanl 

0Powerpta:M 

0 Propeller 

0 ll<cas"'ry 

D SpeCialized Serv1ce 

0 Part 149 ParaChute loft 

o .... o 

Section 10. To Be Com~d ByAir()p<frators 

8. Aircraft Data 9. Geographic area of Intended QS)eratlona 

Numbers and types ot aut:ratt Number Of passenger seals or (by m$ll&, mod&!, ami $(~nos) Canada, Central and South America caf9a payload ~ty 

Boerng 767 -200ERSF - MSN 23801 42,000 KGS • Payload Worldwide Charters 

Boerng 767 -200ERSF - MSN 23803 42,000 KGS- Payload 

FA F NSN0052-00·889-4002 
Section 1E. To So Completed By All Appllcsnts 

10, AddiUonallnformatlon that provides a better understanding: of the proposed operation or bueinen (attach addlttonal sheet~t If neces.-xary) 

The proposed operation consists of mtemational non scheduled all cargo service between points in the Un'1ted States Including Puerto 

R1co and points 1n the Caribbean, Central and South America under ACMI and Charter basis 

Cargo commodilies to be carried out are very diverse to include live animals, oil eqUipment, pharmaceutical, auto parts and general 

cargo on most outbound flights and flowers. vegetables, fruits and other penshable products on the inbound flights into the United 

States 

11. The atatemonll and imormaUon contained on tnia form denota an Intent to apply for FAA certlflcaflon. sjju//,(1 Date Name and Title 

February 22. 2015 Michael Memiez, CEO 

Section 2. To Be Compt•ted By FAA District Office 

Received by (dlllllct office): Date forwarded to Region: 

Date: 

For: D Action 0 lnrormot~:~n only 

RemarKs 

Section 3. To a. Completed 8y Regional Office 

Received by: Precertlficatlon Humber: 

Date: Date coordln- with A\/N-120: 

District office a8Signed ruponslblllly: Date forwarded to dlllllct office: 

Remarks 

NSN: 0052.00-889-4002 
I 1/21114 8900.! CHG 368 

Figure 10-61A. Schedule of Events 

Name of Applicant: 21-Air, LLC. Date: 1-22-2015 

Events Date Proposed 

Phase 1-Application 

Submit Application Package I 1-22-2015 I 

Formal Application Meeting I 3-9-2015 I 

Phase 2-Desb~n Assessment (DA) 

Receive Initial Approval for Initial Cadre Check Airman 3-27-20I5 

(ICCA) Training 

Begin lCCA Trainino 4-2-2015 

All Manuals Approved/ Accepted 4-9-2015 

Pilot Trainina 

Begin Instructor Training 4-2-2015 

Beuin Basic Indoctrination 4-2-2015 

Begin Emeroency Training 4-6-2015 

Begin Aircraft Ground School 4-10-2015 

Begin Simulator/Aircraft Training 4-24-2015 

Begin Check Airmen Training 4-10-2015 

Flight Attendant (F/ A) Training 

Begin Instructor Trainin~ 'N/A 

Begin Basic Indoctrination N/A 

Begin Emergency Training 'N/A 

Begin Aircraft Ground Training NIA 

lkgin CompetencyCheck Supervisor Training N/A 

Fli2ht Follower/Dispatcher Initial Cadre Training 

Begin Instructor Training 4-2-2015 

Begin Basic lmloctrination 4-2-2015 

Begin Aircraft Ground Training 4-2-2015 

Begin Competency Check Air Transportation Supervisor 4-2-2015 

( ATSJ/Check Dispatcher Training 

Begin FAA-Administered Competency Checks to 4-15-2015 

A TS/Check Dispatcher 

Note: An Aviation Safety Inspector-Aircraft Dispmch 

(AS I-AD) must administer the check. 

The ASI-AD must complete the FAA-Observed Comp 

Check administered by ATS/cheek dispatcher. Operating 

Familiarization to be completed within 'lO days of the 

imtial introduction of the aircraft. 

18 

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Date 

Accomplished 
11/21/14 8900.1 CHG 368 

Figure 10-61A. Schedule of Events (Continued) 

Events Date Proposed 

Maintenance Training 

Begin Instructor Training 4-2-2015 

Begin Basic Indoctrination 4-2-2015 

Begin Aircraft Ground Training 4-2-2015 

Begin Maintenance Inspector Training (Required 4-9-2015 

Inspection Items (RI!)) 

Training Completed for Phase 3 Participants 5-1-2015 

Phase 3-Performance Assessment (PA) 

Submit Operational Readiness Results 5-11-2015 

Submit Completed Aircraft Conformity Documentation 5-15-2015 

Aircraft Ready for FAA ConformitY Evaluation 5-15-2015 

Submit Emergency Evacuation and Ditching Plan IS/A 

(As Required) 

Submit Proving Test Plan 4-10-2015 

Tabletop Exercise 5-15-2015 

Evacuation/Ditching Demonstration 5-13-2015 

Generate Proving Test OpSpecs 5-24-2015 

Proving Runs Start Date 5-25-2015 

Fini'h Proving Runs 6·5-2015 

Proposed Operation Start Date 6-8-2015 

19 

UNCONTROLLED COPY WHEI\' DOWNLOADED 

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Date 

Accomplished 
EXHlBIT 21AIR-16 

INSVRANCE (OST FORM 6410) 

ITO BE SUPPLIED! 
EXHIBIT 21AIR-17 

18 U.S.C. §tOOl CERTIFICATION 
18 LS.C. §1001 Certification 

Pursuant to Title I 8 of the United States Code Section I 001. I. Michael Mendez. 

in my individual capacity and as the President & CEO of2l Air. LLC, have not in any 

manner knowingly and willfully falsi lied, concealed or covered up any material tact or 

made any lalse. tictitious. or fraudulent statement or knowingly used any documents 

which contain such statements in conncdion with the preparation, llling or prosecution of 

this application. I understand that an individual who is found to have violated the 

provisi011s of 18 U ,S.C. §I 00 I shall h~ tined not more than $10.000 or imprisoned not 

more than tive years. or both . 

. (' 

February ~··'···~. 2015 
CERTIFICATE 01<' SERVICE 

L Kristin K. Leake. hereby certify that on this 261

h day ofF ebruary 20 15 I served via email the 

foregoing Application of 21 Air, LLC for a Certiticate of Public Convenience and Necessity on 

the following person( s ): 

Attn: Tony W. Bernhardt 

Certification Manager 

Federal Aviation Administration 

Greensboro Flight Standards District Oftlce 

FSDO EA-39 

1301 S. Tenninal Road 

Greensboro, NC 27409 

Tel: (336) 662-1074 

Email: tony.bernhardt@faa.gov 

'/.k\J~K~oJ~ Kristin K. Leake