### BEFORE THE DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, D.C.

) 

### Application of: ) ) 

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



### ---- ) 

### for a certificate ofpublic 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 CentrePort Drive Suite 310 Greensboro, NC 27409 Pierre Murphy Law Offices ofPierre 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 ofpublic 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 ofthe Department ofTransportation's Procedural Regulations (14 CFR Subpart B), and Section 204.3 ofthe 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 ofPublic Convenience and Necessity authorizing it to conduct foreign charter air transportation ofproperty and mail with large aircraft, as described in this Application. A separate application for equivalent domestic authority is being filed contemporaneously herewith.

In support ofthis 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 ofall applicants pursuant to §204.3 ofthe 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 ofthe LLC Operating Agreement is attached at Exhibit 21 Air-1. A current Certificate of Existence 1 

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

3. Citizenship(§ 204.3(e)): 21 Air is a citizen ofthe 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 of21 Air has extensive experience in aviation, particularly in the air freight sector. The individuals holding key positions with the carrier are as follows:

President & ChiefExecutive Officer ChiefFinancial Officer Director of Operations Director of Safety & 

### Security Director of Maintenance ChiefPilot ChiefInspector 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 ofthe 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 ofthe 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 ofExistence serve as the equivalent ofcertificates ofgood 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 ofthe technical personnel listed above (Vice President of Operations, Director ofMaintenance, Director of Safety and Security, ChiefInspector 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 ofthe 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 Avenue Suite 407 Doral, FL 33166

The members ofApple Aviation, LLC are:

Shares
Adolfo Moreno 75%
Michael Mendez 

### 25o/o

Affidavits ofCitizenship 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 ofaeronautics. 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% ofthe 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 ofcertificated 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 outstandingjudgments 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 ofoperations, 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 ofair carrier operations.

c. Affidavit ofAircraft 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 ofunfair or deceptive or anticompetitive business practices,

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

a substantial interest in any relevant company, or member ofthe 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 ofworking with the FAA staffat the relevant FAA

7

### APPLICATION OF 21 AIR, LLC 

### certificating flight standards district office ("FSDO") with the goal ofattaining FAA air carrier
certification. 21 Air has already submitted its Pre-Application Statement ofIntent (PASI") for
issuance ofan 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 ofthe 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 primaryjurisdiction 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 ofMaintenance.

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 ofair 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 ofhow 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 ofthe 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 ofits first year ofoperations. 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 ofAgreement 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 ofthe Department's Rules ofPractice. 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 ofPierre 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 OFEXISTENCE (Limited Liability Company) 

## I, Elaine F. Marshall, Secretary ofState ofthe State ofNorth Carolina, do hereby certify that 21 AIR,LLC 

## is a limited liability company duly fanned under the laws ofthe State ofNorth Carolina, having been formed on the 25th day ofFebruary, 2014, with its 

## period of duration being Perpetual. I FURTHER certify that the said limited liability company's articles oforganization are not suspended for failure to comply with the Revenue Act ofthe State ofNorth Carolina; that the said limited liability company is not administratively dissolved for failure to comply with the provisions ofthe North Carolina Limited Liability Company Act; and that the said limited liability company has not filed articles ofdissolution as of this date ofthis certificate.

Certification# 96034843-1 Reference# 12211703- Page: I of I VerifY this cer1ificate online at www.secretary
.state.nc.Ulil verificotion IN WITNESS WHEREOF, I hove hereunto set my hand ond ofrtxcd my official seal at the City ofRaleigh. this 20th day ofOctober, 2014.

Secretary ofState

### AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR 21 AIR, LLC

This Amended and Restated Company Agreement of21 AIR, LLC, ASINGLE 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 ofthis document shall be construed consistent with the afore described intent ofthe Members. Accordingly, in consideration ofthe 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 ofstate law as currently in effect as ofthis date. Articles of Organization shall be filed with the Secretary ofState. 1.2 REGISTERED OFFICE AND AGENT. The location and name of the registered agent shall be as stated in the Articles ofOrganization. 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 ofthe Company to be carried on by the Members; or (c) Any other event causing dissolution ofthis Limited liability Company under applicable state laws. 1.4 CONTINUANCE OF COMPANY. Notwithstanding the provisions ofARTICLE 1.3, in the event of an occurrence described in ARTICLE 1.3(c), ifthere are at least one remaining Member(s), said remaining Member(s) shall have the right to continue the business of the Company

Operating Agreement ·11.5 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 ofthe principal place of business ofthe Company shall be as stated In the Articles ofOrganization 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 ofthis 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 ofthe 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 ofthe 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 anegative 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 ofthe 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 ofthe business. 4.2 MEMBERS. The liability ofthe 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 ofthe 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 ofthe LLC will predominantly be made by the Manager, but may be made by any Member(s) in compliance with their duties as Members. (c) Ifa 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 ofthe 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 behalfto make all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or other disposition ofthe Company's assets; (b) the purchase or other acquisition of other assets of all kinds; {c) the management of all or any part ofthe Company's assets; (d) the borrowing of money and the granting ofsecurity 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 ofthe 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 oftheir 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 ofthe 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- 34.4 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 oftwo 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 offulfilling the Members duties must remedy and fulfill the duties it has established within fourteen (14) days. (e) If**M~mbers** become in dispute ofwhat the Members duties are; 

### ifthey are being fulfilled; and have gone through the dispute process outlined in section (a) through (d) ofthis article, the Members agree to enter into binding mediation or arbitration to decide Ifthe Member's duties are being performed in compliance with the outlined agreed duties of attachment 1. Ifthere 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 bythe appropriate Court as to the fulfillment of Members' duties. Upon decision ofthe 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 ofthe non-compliant Member's membership interest will establish a debt owed by the LLC in accordance with ARTICLE 7. (f) A value ofthe 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 ofthe 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 ofthe 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 ofthe rights contained in this ARTICLE 4.6 shall be at the requesting Member's expense. 4.9 EXCULPATION. Any act or omission ofthe Members, the effect ofwhich may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best Interests ofthe 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 ofthe Company) by reason ofthe fact that he Is or was a Member ofthe Company, Manager, employee or agent ofthe Company, or is or was serving at the request ofthe 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 ifthe 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 ofthe Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination ofany action, suit, or proceeding byjudgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itselfcreate 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 ofthe 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} Acurrent list in alphabetical order ofthe full name and the last known street address of each Member;

Operatl ng Agreement • 5(b) A copy ofthe Certificate of Formation and the Company Operating Agreement and all amendments; (c) Copies ofthe 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 ofthe 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 Ifcharged to his/her capital account.

Operating Agreement- 66.3 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. Ifsuch 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. Ifthere 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 Ifthey 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 ofthe Company, or member voting rights. The purchaser or assignee shall only be entitled to receive the share ofthe 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 ofthis membership interest, exiting member must pay for a certified appraiser to appraise the

Operating Agreement· 7llC 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 ofthe 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) Ifcurrent 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 ofthe 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 ofthe llC. The exiting member will only be able to demand payment ofthis debt at dissolution ofthe llC orthe 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 of50% of the total determined value ofthe 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 • 8exiting member. Ifcurrent member(s) only received $90,000 in passed Income, there would be no payment due.) (d) Debt payment must be at least 10% ofthe value ofthe passed income to current LLC members. (e) LLC must make payment to exiting member within 60 days 

### ofthe end ofthe 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 ofJanuary, 2015.

Operating Agreement -10PARENT LLC's FORMATION DOCUMENTS [APPLE AVIATION, LLC] EXHIBIT 21AIR-2

# State of Florida Department of State

I certifY from the records ofthis 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 ofthis 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 undermy handandthe 

### 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.btmlOPERATING 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 ofthe initial members ofthe 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 ofthis 

### 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, 

### ifany, in the 

### lnterest Holder's Capital Account as ofthe 

### end ofthe 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 ofAdjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) ofthe 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 ofthe State. "CapitalAccount" 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 ofany 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 ofSection 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 ofany 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 ofLoss and any item in the nature ofexpenses or losses specially allocated to the Interest Holder pursuant to the provisions ofSection 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 ofthe transferor to the extent the Capital Account is attributable to the transferred Interest. Ifthe book value ofCompany property is adjusted pursuant to Section 43.3, the Capital Account ofeach 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 ofbusiness which results in the Company's receipt of cash 

### or other considemtion other than Capital Contributions, including, without limitation, proceeds ofsales or exchanges or other dispositions ofproperty 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 

### ofreal property 

### owned, wholly orpartially, by any Subsidiary or the sale ofone or more Membership Interests in any Subsidiary shall be 

### deemed to 

### be a transaction in the ordinary course ofbusiness ofthe 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 ofany reserve previously established. ''Code" 

### means the Internal Revenue Code of 1986, as amended, or any corresponding provision ofany 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 ofa Member. "Involuntary Transfer" means the occurrence ofany ofthe events set forth in Section 34- 180(a)(4)-(10) ofthe Act, the attachment ofan 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 ofan incompetent Member.
"Managers" means the Manager(s) ofthe 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 ofa new Schedule A in the 

### mannerprovided in Section 6.5. "Member" means 

### each Person signing this 

### Agreement and any Person who mbscquently is admitted 

### as a member ofthe 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, 

### ifthey were not attributable to 11 loan made or guaranteed by a Member within 

### the meaning ofRegulation Section 1.704-2(b). 

### "Membership 

### interest" means all ofthe rights ofa 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 ofOrganization provide to the contrary, right to act as an agent ofthe 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 CapitalAccaunt"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 ofNonrecourse Deductions for a taxable year ofthe Company equals the net increase, if any, in the amount of Minimum Gain during that taxable year, determined according to the provisions ofRegulation 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) ofthe 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 ofthe 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 CapitalAccount" 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 ofthe Company, not otherwise taken into account in computing Profit or Loss, shall be included in computing taxable income or loss; 4(iii) any expenditures ofthe 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 ofthe property disposed of, notwithstanding the 

### fact that the adjusted book value differs from the adjusted basis ofthe 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 ofthe asset; 

### and (vi) notwithstanding any other provision of this definition, any items which 

### are specially allocated pursuant to Section 4.3 hereofshall 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 ofobtaining, 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 ofthe Company's sole organizer, Michael Mendez, in connection with the formation ofthe 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 ofthe Company. 2.2 Name of the Company. 

### The name ofthe 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 ofOrganization, 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 ofthe Company shall begin upon the endorsement ofthe 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 ofthis 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 StatutoryAgent. 

### The name ofthe Company's statutory agent in 

### the State ofFlorida 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 ofparticipation. Secdonlll Member's Capital; Capital Accounts 

### 3.1 Initial Capital Contributions. 

### Upon the execution ofthis Agreement, the Members 6shall 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. Ifthe 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 ofadditional 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 ofthe 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 ofwhich consists ofthe sum ofsuch additional Capital Contribution ofsuch Member, all prior additional Capital Contributions of such Member, and the initial Capital Contribution ofsuch Member and the denominator ofwhich consists ofthe sum ofthe aggregate of all additional Capital Contributinns ofall Members and aU ofthe initial Capital Contributions ofall 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 ofthe 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 ofthe Company. 3.3. 

### No Interest on Capital Contributions. Interest Holders shall not be paid interest on their Capital Contributions. 3.4. 

### Return ofCapital Contributions. Except as otherwise provided in this Agreement, no Interest Holder shall have the right to receive the return ofany Capital Contribution. 3.5. 

### Fonn of Return of Capital. lfan Interest Holder is entitled to receive a return ofa Capital Contribution, the Interest Holder shall not have the right to receive anything but cash in rerum ofthe Interest Holders Capital Contribution. 

### 73.6. 

### 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 ofCash Flow andAllocations of Profit or Loss Other Than Capital Transactions. 4.1.1. 

### Profit orLoss Other Than/rom a Capital Transaction. After giving effect to the special allocations set forth in Section 4.3, for any taxable year ofthe 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 ofany 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 ofthe 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 ofthe Company through one ofits 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 ofthe Company through one ofits Subsidiaries. 4.2. 

### Allacation of Profit orLass 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. Ifone or more Interest Holders bas a Negative Capital Account, to those Interest Holders, in proportion to their Negative Capital Accounts, until all ofthose 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 ofthe foregoing allocations shall be allocated 8to 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. lfone 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 ofCapital Proceeds. Capitnl Proceeds shall be distributed and applied by the Managers inthe following order and priority: 4.2.3.1. First, to the payment ofall expenses ofthe Company incident to the Capital Transaction; then 4.2.3.2. Second, to the payment ofdebts and liabilities ofthe 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 ofthe 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. 

### ifany 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. 

### RegulatoryAllocations. 4.3.1. 

### Qualified Income Offset. No Interest Holder shall be allocated Losses or deductions, ifthe 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 9end ofany taxable year, then all items ofincome and gain ofthe Company (coll!!isting ofa

### pro rata portion of 

### each item ofCompany income, including gross income and gain) for that taxable year shall be atlocated 

### to that Interest Holder, before any other allocation is made ofCompany 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, priorto any other allocation pursuant to this Section IV, shall be specially allocated 

### items of

### gross income and gain for such taxable year (and, ifnecessary, 

### subsequent taxable years) in an amount equal to that 

### Interest Holder's share of

### lhe net decrease ofMinimum 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 ofCompany assets subject to nonrecourse liabilities (within the meaning of the Regulations promulgated under Code Section 752), to the extent ofthe 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. 

### ContributedProperty andBook-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 ofcontribution (or deemed contribution). If the adjusted book value of any Company asset is adjusted as provided herein, subsequent allocations ofincome, gain, loss, and deduction with respect to the asset shall take account ofany 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 ofthe 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 754Adjwtment. 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 ofthe 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 ofthe 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. 104.3.6. 

### 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. 

### GuaranteedPayments. 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 ofthat 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 andDissolution. 4.4.1. Ifthe Company is liquidated, the assets ofthe 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. 

### Ifany assets ofthe Company are distributed in kind 

### to the Interest Holders, those assets shall be valued on the 

### basis oftheir 

### 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 ofthe 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 ifthe 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 ofthe Company to have been Interest Holders as ofthe 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 ofthe number ofdays 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 ofthe 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 ofthe Manager; or 5.1.2.2. the resignation ofthe Person from the position ofManager. Any may be removed, with or without cause, by the vote of those Members holding two thirds (213) ofthe Percentages ofthe Company. 5.1.3. General Powers. 

### The Manager (if 

### more than 

### one Manager then the UNANIMOUS vote ofALL Managers) shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions ofthis Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs ofthe 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 ofthe 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 ofjudgment against the Company; 5.1.3.7. execute or modify leases with respect to any part or all ofthe assets ofthe Company; 5.1.3.8. prepay, in whole or in part, refmance, amend, modify, or extend any mortgages or deeds 

### oftrust which may affect any asset ofthe Company and in connection therewith to execute for and 

### on behalf of the Company any extensions, renewals, or modifications of such mortgages or deeds oftrust; 5.1.3.9. execute any and all other instruments and 

### documents which may be necessary or in the opinion ofthe 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 ofthe 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 

### ofthe 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 ofthe Company; 5.1.3.1 1. 

### enter into any kind 

### ofactivity necessary to, in**co~mection** 

### with, or incidental to, the accomplishment ofthe 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 ofadditional members to the Company; 5.13.14. distribute and or transfer any assets of the Company upon dissolution or liquidation pursuant 

### to Section VII ofthis Agreement; and 5.1.3.15. create subsidiary entities in connection with, or incidental to, the 13accomplislunent to the purposes ofthe Company. 

### 5.1.4. Extraordinary Transactions. Notwithstanding anything to the contrary in this Agreement, the Manager shall not undertake any ofthe following without the approval ofthose Members holding at least two-thirds (213) ofthe 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 anyjurisdiction which does not provide for the registration oflimited liability companies. 5.1.4.5 amend this Agreement or the Articles ofOrganization. 5.1.5. 

### Limitation on Authority of Members. 5.1.5.1. No Member is an agent ofthe Company solely by vhtue ofbeing a Member, and no Member has authority to act for the Company solely by virtue ofbeing a Member. 5.1.5.2. Any Member who takes any action or binds the Company in violation ofthis Section 5.1 shall be solely responsible for any loss and expense incurred by the Company as a result ofthe unauthorized action and shall indemnify and hold the Company hannl.ess with respect to the loss orexpense. 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 ofthe Members may 

### be called at any time by the Manager or by those Members holding at least fifty-one percent (51%) ofthe 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 ofOrganization ofthe Company. Meetings ofMembers shall be held at the Company's principal place ofbusiness or at any otherplace in the state ofFlorida 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 ofthe 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 ofthe 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%) ofthe 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 ofholding a 

### meeting, the Members may vote or otherwise take action by 

### a written instrument indicating the consent ofall ofthe 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 ofthe 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 ofthe 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 ofany 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 ifthe business or activity competes with the Company's business. The organization ofthe 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 ofany 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 ofthose cases, those dealings and undertakings shall be at arm's length and on commercially reasonable terms. 

### 5.5. Liability andIndemnification. 155.5.1. 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 ofthis Agreement. 5.5.2. The Company shall indemnifY the Manager for any act performed by the Manager within the scope ofthe authority conferred on the Manager by this Agreement, except for fraud, gross negligence, or an intentional breach ofthis 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 ofOrganization ofthe 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 underthe laws ofthe State ofFiorida; and 5.6.1.3. one or more fictitious or trade name certificates. 5.6.2. 

### Irrevocability. The foregoing power ofattorney 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 ofenabling 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 ofattorney, and each Member hereby waives any and all defenses which may be available to contest, negate or disaff'mn the action ofthe Attorney-in-Fact taken in good faith under this power ofattorney. 5.7. 

### Offscers. The Manager may appoint one or more officers ofthe 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) ofthe 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 ofthe Company who represent that Members then holding a majority of the Percentages have approved the compensation and the terms of the employment 16agreement. 5.9. 

### Vacanc:y. Upon the resignation, death 

### or removal ofthe Manager, the vacancy shall be filled by the affirmative vote ofthose Members holding a majority ofthe Percentages then held by Members. 5.10. 

### Transactions with Members. Affiliates ofMembers. The Company, with prior consent ofthe Manager, is permitted to enter into transactions with Members ofthe Company or affiliates of Members of the Company including buying and selling real property to or from Members ofthe Company or affiliates ofMembers ofthe Company. Section VI 

### Transfer ofInterests And Admission and Withdrawal ofMembers 6.1. 

### Admission of New Members. One or more additional members of the Company may be admitted to the Company with the consent ofthe Members then holding at least two-thirds (2/3) ofthe Percentages then held by Members of the Company and the written consent of such new Member agreeing to be bouud by the terms ofthis 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 ofthe Percentages then held by Members, which consent may be withheld or otherwise conditioned for any or no reason, and unless the following conditions ("Conditions ofTransfer") are satisfied: 6.2.1. The Transfer will not require registration ofInterests 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. Ifthe Conditions ofTransfer are satisfied, then a Member or Interest Holder may Transfer 

### aU or any portion ofthat Person's Interest. The Transfer ofan 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) ofthe Percentages then held byMembers shall consent to the admission ofsuch 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 ofthe 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 ofno force or effect. A:ny Person to whom Membership Interests are attempted to be transferred in violation ofthis Section shall not be entitled to vote on matters coming before the Members, participate in the management ofthe Company, act as an agent ofthe 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 ofthis Agreement shall be void ab initio. 

### 6.3. l11Voluntary Transfer. 6.3.1./nterest ofTransjeree. Immediately upon the occurrence ofan 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 ofan Interest Holder. 6.3.2. 

### Purchase Option Upon 111Voluntary Transfer. Upon the occurrence of an Involuntary Transfer ofany 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 ofthirty (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 ofthe 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 ofan Interest Holder, for a purchase price determined pursuant to Section 6.4. The Remaining Members must elect to make such purchase by the later ofthe end 

### ofsixty (60) days after receipt fi:om the Company ofwritten notification ofthe transfer or by then end of 

### thirty (30) days after receipt by the Remaining Members ofwritten 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 18her 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 ofthe 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 atthe 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 ofthe value ofeach 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 ofeach 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 orDissohlllon. The purchase price of the Membership Interests to be transferred under Section 6.3.2 shall be the Capital Account balance ofthe Transferring Member on the Valuation Date. 6.4.2. 

### Involuntary Transfer Upon Death or Dissolution. The purchase price ofthe 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 ofthe 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 ofreal estate is located in a single county, all ofsuch 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 ofthe respective options, then within ten ( 1 0) days thereafter 19each 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. 

### Ifthe designated appraisers fail to agree on such filir market value within 10 days after the exercise ofsuch option the (I) the fair market value shall be the average of both appraisals 

### ifthe value ofeach respective appraisal is within 15% ofsaid average or (2) ifeach appraisal is in excess of 15% ofthe average ofboth appraisals, both appraisers, together, shall select a third certified appraiser, whose detennination offair 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 (IO) 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 ofthe month subsequent to the month in which the Company receives actual notice of a transfer ofMembership Interests or the month in which the death ofthe 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 ofany portion of its Membership Interest in the Company in compensation 

## tar any pwported withdrawal from the Company. 6.6. 

### Substitute Schedule A. Upon admission ofa Person as a new Member, whether by admission upon consent ofthe 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 ofattorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, sball survive the death or disability ofa 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 ofinsurance 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 ofthis Agreement. The Company shall pay all premiums on insurance policies taken out by 

### itpursuant to this Agreement, shall be the sole owner ofthe 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 ofthe deceased Member on account ofthe purchase price ofthe 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 ofthe Company. 206.7.l. Ifthe 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 ofthis Section for a price equal to the cash surrender value ofthe policies and the unearned net premiums thereon, both as ofthe date the Member ceases to be a Member ofthe Company. The right to purchase shall be exercised and the price paid contemporaneously with the payment ofthe price for the Membership Interest purchased, ifany, 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 ofthis Agreement. 6.8. The Closing. Unless otherwise agreed by the 

### parties, the closing ofthe 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 ofthe purchase or redemption shatl take place ninety {90) days after the delivery to the selliog party ofa 

### 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 ofthe purchase ofMembership 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, 

### ifthat 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 ofa 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 ofthe Company, without receipt ofsaid documentation. Sedlon VII Dissolution, Liquidation, and Termination oftbe Company 7.1. Events of Dissolution. The Company shall be dissolved upon the happening ofany ofthe following events:
217.1.1. 

### upon the affirmative vote, approval or written consent of those Members holding at least two-thirds (2/3) ofthe Percentages then held by Members ofthe Company; or 7.1.2. at the time or upon the occw:tenee of events specified in writing in the Articles ofOrganization or this Agreement; or 7.1.3. entry ofa decree of judicial dissolution under the Act. 

### 1:2. Procedurefor Winding Up and Dissolution. If the Company is dissolved, 

### the Manager shall wind up its affairs in accordance with the Act. On winding up ofthe**C~mpany,** the assets ofthe Company shall be distributed, first, to creditors of the Company, including Interest Holders who are creditors, in satisfaction ofthe liabilities ofthe Company, and then to the Interest Holders in accordance with Section 4.4. Section Vlll Books, Records, Accounting, and Tax Elections 8.1. 

### BankAccounts. All funds ofthe Company shall he deposited in a bank account or accounts maintained in the Company's name. 

### 8.2. 

### Books andRecords. 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 ofthe Company's business. The records shall include, but not be limited to, complete and accurate information regarding the state ofthe business and fmancial condition ofthe Company, a copy ofthe articles oforganization 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 afall 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. 

### AnnualAccounting Period. The annual accounting period ofthe Company shall be its taxable year. The Company's taxable year shall be selected by the Manager, subject to the requirements and limitations ofthe Code. 8.4. 

### Tax Matters Member. The Tax Matters Member shall be authorized to make all tax 22elections on behalfofthe 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 ofthe 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 ofthe 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 ofmethods 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 ofthe 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 ofthe 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 ofholding title to the Company's property (or any part thereat) is solely for the convenience 

### ofthe Company, 

### and all 

### ofthat 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 ofthe property ofthe 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. 

### 239.3. Specific Perfonnance. The parties recognize that irreparable in jill}' will result from a breach of any provision ofthis Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event ofa breach or threatened breach ofone or more ofthe 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 ofany obligation which, ifnot performed, would constitute a breach. 9.4. 

### Complete Agreement. This Agreement constitutes the complete and exclusive statement ofthe 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 ofthis Agreement and the performance ofthe obligations imposed by this Agreement shall be governed by the internal law, not the law ofconflicts, ofthe State ofFlorida. 9.6. 

### Section Titles. The headings herein are inserted as a matter ofconvenience only, and do not define, limit, or describe the scope ofthis Agreement or the intent ofthe 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 ofpersonaljurisdiction 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 ofthe 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 ofthis 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 ofthis 24th 

### ofNovember 2014. 

### Dated as ofthe date ftrSt 

### above written.

25Name 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



### 26EXHIBIT 21AIR-3

OWNERS' AFFIDAVITS OF CITIZENSHIPSTATE OF: FLORIDA 

### COUNTY OF: MIAMI DADE llAIR,LLC 

### Affidavit ofCitizenship

Subscnoed 

### and sworn to before me this 17 day ofFebruary, 20I5.

[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 ofthe United States ofAmerica.

[SEAL] 

### My commission expires: 1,-.; ,,, CJiiveros

., f.E 164735 

### •.•.> ,;,>j. 30.2016
,·. ·n- 1'¥. 1\;\>\\JNNVIARY.corrlEXHIBIT 21AIR-4

APPLICANT AFFIDAVIT OF CITIZENSHIP

### 21 AIR, LLC Affidavit ofCitizenship 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 ofthe United States within the meaning of49 

### U.S.C. §40102(a)(l5).

3. That 21 Air is a corporation organized under the laws ofthe State ofNorth Carolina.

4. That the President and at least two-thirds ofthe Board ofDirectors and other managing ofTicers of

### 21 Air are citizens ofthe 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 QUESTIONNAIRES1062 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

25/84 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. :\ireraft \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 ofthe organization in support ofpolicies, goals, and objectives established by the chiefexecutive 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 offunctional business areas. • Extensive knowledge and experience ofthe 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 ofCorporate Finance. In charge ofall 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 ofnew business ventures and re-evaluation ofongoing projects. • Develop and coordinate prq_ject plans: communicates changes and progress; manage project team activities. • Exhibit confidence in selfand others; Inspires and motivates team members to perform well; effectively influencing actions and opinions ofothers. • Demonstrated business acumen, understanding implications ofdecisions; 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 • Staffplanning, 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 staffwork 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 oforganizational resources. • Tracked fuel consumption and inventory ofairline fleet and stations reporting • Setup a systematic process and review ofoutstanding 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 offoreign 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 ofthe staffand 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 2012Chief 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 developemen\ of Standard Operating Proceoures for the 8-767, Mon1tor Pilot conformance to Company Policies and Procedures, •mplement and coordinated a compehensive CRM program 1 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 MD-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 relocate7H06 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 iAYS, 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- 11/01MERIDJA;\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 audPowerplant 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 ofTechnical 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 operation6:· 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 C27J 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 B767-200 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 ofthese 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. IL: .(-..,**~~~** "' :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::cn 1ll\'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

! 1 l'(; !!'':: 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, 200I (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. ChiefInstructor, 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 ofMaintenanc.:



### • 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 ofMaintenance



### • 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 ofthe 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 ofboth 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 ofthe 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 ofthe 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 Maintenance1997 

### 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 ofparts 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 ofLine 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 

### ofthe proving run. o 

### Developed Base minimum level spare parts. materials, and supplies to ensure reliability and efficiency. o 

### Assisted with the development ofa 

### 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 ofheavy 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 ofa 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 ofeighteen 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 offour 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

. LHill 

### 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 Ll 011

. Receiving Inspector authorization lor all DC8, 727 and L 1011

.• Restricted Radio Telephonc Operator permit.
• DC I0 Airworthiness Release • DC I0 Required Item and Receiving Inspection Release
• MD 111A300 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. KY 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 I0 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 Fam21AIR,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 ofPosition with 21 Air, LLC: None

3. Number and type ofshares ofCompany stock owned, or to be acquired, 

### ifany: 

### 75% membership interest ofApple 

### Aviation, LLC Apple Aviation, LLC bas I00"/o membership interest of21 

### Air, LLC 

### 4. Current Position, Business Adrlress 

### and Telephone: (Complete only ifyou 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 ofthe United States? Yes XXX No

___**~** {Ifyou 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 ofany 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 ofa recent resume to this Questionnaire.)



### 8. Are you related by blood or marriage to any 

### key personnel or person holding a substantial interest in 2I 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 ofthe outstanding voting stock) the subject ofany legal action or outstanding judgment in excess of$5,000? Yes

__ _ 

### (If "yes", please provide date and amount ofeach claim orjudgment, the name ofeach claimant orjudgment 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 ofany action or outstandingjudgment of less than $5,000? Yes

__ _ 

### No XXX**-~"----** (lf"yes", please supply the total number and aggregate amount ofall 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 ofa 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 ofeach 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 ofthe occurrence, the type offlight, the number ofpassengers and crew on board and an enumeration of injuries or fatalities, and a description ofthe damage to the aircraft. Provide the FAA and NTSB file numbers and the status ofthe 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 (ifapplicable).

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 I00% 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 /1995-199921 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 ofPosition with 21 Air, LLC: President and CEO

3. Number and type ofshares ofCompany stock owned, or to be acquired, ifany: 25% membership interest ofApple Aviation, LLC Apple Aviation, LLC has 100% membership interest of21 

### Air, LLC 4. Current Position, Business Address and Telephone: (Complete only ifyou are not currently employed by the Company. Otherwise indicate "N/A.")

5. Are you a citizen ofthe United States? Yes XXX No

___ _ (Ifyou 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 I0% 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 orjudgment. the name of each claimant orjudgment creditor. and ho" long outstanding on the attached "Detailed Response.'')

I0. Arc you or any company in which you have a substantial interest the subject ofany action or outstandingjudgment of less than $5.000'' Yes

__ _ No X (lf''yes', please supply the total number and aggregate amount ofall 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 ofa 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 ofeach 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 ofany fraud, felony or antitrust violation during the past ten ( l0) years'-' Yes

__ _ No X (lf'"yes", please dt:scrihc, and indicate the disposition nr current status ofeach 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 ofthe occurrence, the type of !light. the number ofpassengers lind crew on board and an enumeration ofinjuries or tatalities, and a description ofthe damage to the aircraft. Provide the FAA and l'iTSB file numbers and the status ofthe investigations, including enforcement actions initiated against the can·icr and/or you. Also include**an~** positive actions taken to prevent an occurrence ofsimilar 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 Maintenance21 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: ChiefFinancial Officer



### 3. Number and type of shares ofCompany stock owned, or to 

### be acquired, ifany: None

4. Current Position, Business Address and Telephone: (Complete only ifyou 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 ofthe United States? 

### Yes**-""x""x"-'x~** No

__ _ (Ifyou 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 ofany 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 ofa 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 I0% or more ofthe 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 orjudgment, the name ofeach claimant orjudgment 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 outstandingjudgment 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 ofeach 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 ofeach 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 ofthe occurrence, the type offlight, the number ofpassengers and crew on board and an enumeration of injuries or fatalities, and a description ofthe damage to the aircraft. Provide the FAA and NTSB file numbers and the status ofthe 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 Date21 AIR, LLC Detailed Response (ifapplicable).

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:

• Skylease Cargo, LLC Miami. FL as Controller! 2010-20 II * Arrow Cargo, Inc. Miami, FL as Controller! 2006-20 I0 • Southwinds 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 ofOperations

3. \\umber and type of shares 

## or Company stock owned. or to be acquired. ifany: 0 (ZERO!

4. Current Position, Business Addrc» ant! Telephone: (Complete only ifyou 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 ofthe**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 ofaeronautics, 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 ofa 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 ofany legal action or outstanding judgment in excess of$5,000'! Yes 

### No X (lf"yes", please provide date and ammmt of each claim orjudgment, the name of each claimant orjudgment 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 ofall 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 ofa 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 ofeach 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 tinalilies, and a description of the damage to the aircran. Provide the FAA and NTSB !lie numbers and the status ofthe 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, ·--·:!fl0/2015

>J ame (Printedl21 AIR. LLC
Detailed Response (ifapplicable).
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 ofOperations for Dynamic Aimays. LLC

Previously held positions of:
Director ofOperations, 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 ofPosition with 21 Air, LLC: Direetor ofSafety &. Seeurity

3. 

### Number and type 

### ofshares ofCompany stock owned. or to be acquired, 

### ifany: NONE


### 4. Current Position, Business 

### Address and Telephone: (Complete only ifyou are not currently employed by the Company. Otherwise indicate "N/A.'')N/A

5. 

### Are you a citizen ofthe 

### United States? Yes

_ _,X"'-- No (Ifyou 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 ofaeronautics, or person whose principle business is the ownership or control ofany 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 ofa 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 ofany legal action or outstanding judgment in excess of$5,000? 

### Yes

__ _ No_....,X,___ 

### (If"yes", please provide 

### date and amount ofeach claim orjudgment, the name of

### each claimant orjudgment creditor, and how long outstanding on the attached "Detailed Response.")

I0. 

### Are you or any company in which you have a substantial interest the subject ofany action or 

### outstandingjudgment ofless than $5,000? 

### Yes

__ _ (If "yes", please supply the total number and 

### aggregate amount ofall 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 ofa 

### 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 ofeach 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 ofeach 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 ofthe occurrence, the type offlight,. 

### the number ofpassengers and crew on 

### board and an enumeration ofinjuries or fatalities, and a description ofthe damage to the aircraft. Provide the 

### FAA and NTSB file numbers and the status ofthe investigations, including enforcement actions initiated against the carrier and/or you. Also include any positive**a~-tions** 

### taken to prevent an occurrence ofsimilar events.) 

# M**11..~** l-'1-/s- 

# -ros:r;;}{

. Tk1l rvteJS Date Name (Printed)21 AIR,LLC Detailed Response (ifapplicable).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 ofPosition with 21 Air, Ll.C: Director ofMaintenance

3. Number and type ofshares ofCompany stock owned, or to be acquired, ifany: N/A

4. Current Position, Business Address and Telephone: (Complete only ifyou 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 ofthe United States? No (Ifyou 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 ( l0 percent ormore 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 ofaeronautics, or person whose principle business is the ownership or control ofany 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 ofa 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 ofthe 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 ofeach claim orjud!,>ment, the name ofe!tlih claimant orjudgment creditor, and how long outstanding on the attached "Detailed Response.")

l0. Are you or any company in which you have a substantial interest the subject ofany action or outstandingjudgmcnt ofless than $5,000'! Yes

..___ _ No X (lf"yes", please supply the total number and aggregate amount ofall 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** ofa 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 ofeach 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 ofany 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 ofeach 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 ofthe occurrence, the type offlight, the number ofpassengers and crew on board and an enumeration ofirUuries or fatalities, and a dc>cription of the damage to the aircraft. Provide the FAA and NTSB tile numbers and the status ofthe investigations, including enforcement actions initiated against the carrier and/or you. Also include any positive •ctions taken to prevent an occurrence ofsimilar events.)

# ~>~ ..**~ebruary** 16,2015**·~-·-** Signa!llre Date Brian Lynch Name (Printed)21 AIn, LLC Detailed Response (ifapplicable).,,t:Tldt 

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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 ofCompany stock owned. or to be acquired. ifany: None

4. Current Position, Business Addrcs; and Telephone: (Complete only ifynu 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 ofany 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 ofa 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 l0%, or more ofthe outstanding_ voting**:-~tock)** the**sul:_i~t** ofany legal action or outstanding judgment in excess of $5.000'? Yes No X (lf··ycs'·. plea-.e provide dare anil amount ot each claim orjudgment, the name ofeach claimant orjudgment creditor, and how long outstanding on the attached "Detailed Response.")

I0. Are you or any company in which you have a substantial interest the subject ofany action or outstandingjudgment 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 ofa pending investigation, t{lrmal complaint or enforcement action by the DOT or the FAA during the past live (5) year;; regardin!,\ 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 ofeach 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 olany rraud, felony or untitrust violation Juring the past len {I 0) )Cars·.) Yes No (lf·"yes'·, please deserthe, and indicalc the dispo<>ition or current status ofeach**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 ofthe occutTence, the type nf11tght, the numher Hf passengers and crew nn board and an enumeration 

## or injuries or fatalities, and a description ofthe damage to the aircrnl\. Provide the l'AA and NTSB file numbers and the status ofthe**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 i21 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 aidinc

u· Manager of \1aintenance ControL 1.:!1 Airlim: Tmdewinds/Sky I .case- Manager nfMaintenance Control, Director Maintenance, IJtrcctor QualityiChicflnspcctor. 121 AirlineEXHIBIT 21AIR-6

ORGANIZATIONAL CHART21 AIR ORGANIZATION President & Chief Executive Officer

I

I I 1 l I

Chief Financial Ofticer Director of Director of Director of Maintenance

Chieflnspector

Safety & Security Operations L_ Chief Pilot2014 & 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 StatementsEXHIBIT 21AIR-8

AFFIDAVlT 01<' AIRCRAFT COMPLIANCEAffidavit 

### ofSafety C()mpliance

David R. Norgren being first duly sworn, deposes and says:

I. That he is duly qualified and serving 

### as Director ofOperations 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 ofpart 36 ofthe 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-offWeight 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-9Pro-FormaBalanceSheetIPostCertification21Air,LLCForQlThroughQ4CashBasisQ1Q2QlQ4ASSETSCUrrentOJ$$l!tSCashandcashequivalents$559,911$1,332,591$2,102,262$3,606,932Accmmtt-rPceivableTotalcurrentassetss559,921$$2,102,262$3,606,912:FixedAuetsPlant&tqulpment(Net)Furn1tureandF1xtures(Net)TotalNetFixedAssets$$$$$559,921$1,»2,591$2,102,262$l,$06,932LIABIUTIESCurrentliabilitiesAccountspayabletrade$$s$Accountspayableother$$$$TotalCurrentliabilities$$$$LongTermU<Jbi!ftiesTotalUlngTermUab!Htiess$$$Stockholders'equityCapitillStockRetaine<lEarnings(AI::cumulatedDeficit}ssssq,921$1,332,591$2,102,262NetIncome$<;59,971$772,6ll$709,671$1,504,671totalStockhoJders'Equity$559,921$1,332,591$$3,606,932TotalUabilftiesand£quity$1,..332,591$2,1()2,26?$1,606_,932$$$$IncomeStatementIPostCertification21Air,llCForQ1ThroughQ4CashBasisOPERATINGREVENUEJM_._ACM!SalesCharterRevenueNetSalesOPERATINGEXPENSESDlre<tExpensesFuelLandingPukbgNi!vJgalionalFeesDispatchAircraftGroundl"i<FiditngAlrrraftleaser:ostCrewCrpensesAircraftHotables.&PartsAircraft!nsurance-$-5$$5$s$$$$15,000$5,000$£,000$3,000$10,000$/,000$900,000$44S,G44$157500$262,500$147,498$1otalDirectExpensesGeneralAdminis:tratlvetmp!ovees'salane:.-,Benefitsar>dtdxcs$OfficeRent;:.Utfi1ties$rrcvelEntNtainment&OtherExpenses$f>roffesswoa1&ConsultingFee£$LegalFees$Offtr.e$BankfeesSDuties,1;nce;,&Otht>frees$Freight&Couric'b:pense.<.SStart,UpCost$TotalGeneralAdminisuativeExpenses$244,?.38$4,500$3,000$lS,OOO$$$750$450$3,000$s255,000S2S,938$22,500$7,'>00$G.OOO$4,500$15,000s10,500s900,000s44S,&44S157,500$261500)147,498$1,979,142$24A,238$4,500$3,000$$..oms10,000$1,500s4')0s3,000s6,500$293,188$2.!,500$1,500$9,000$4,500$1S,OOO$10,500$900,000$445,644$157,500s262,SOO$14/,498$1,952,142s244,238$4,SOO$:!))00$15,000$5,000$10,000$.1,500s$3,00C$6,500s293,188$21,500s7,500$9,000$4,500$15,000$$900,000$445,644$157,500s262,500$147,4'98s1,982.142$244,238s4,5.00$3.000$15,000$5,000$10,000$1,500$450s3,000$6,500$s29"3,1S8$82,50027,50()30,00016,500:rs,ooo38,5003,&00,0001,782,576630,0001,050,000589,9977,902,56818,00017,00060,00015,00030,000S,2501,80012,00019,500255,0001,405,500TotalOperatingExp.fH'Ises-$-·-2-;:iss,oBOs2,272.,330s2,275,330s2,2iS;no-$9,308,068Netlntorrte(Loss}beforeTaxesTaxesonNetIncome(loss}AfterT;uo:esNETINCOME{lOSS}AsUif'l'lptiOr'ISACMlSellingRateB767·200ERSpedalfreighterteaseRateInsurancesss3,150f'erBlockHour200MonthlyPerA/C24,S83MonthlyPerA/CDescriptionChiefExecutiveandOperationsOfficerChiefFinancialOfficer{CFO}VPOperatiomDirectorofSafetyandSecurityDirectorofMaintenanceCh1efPilotChiefInspectorAa::ountant&TreasuryAdministrationManagerClerk-Billing&A/R(1)TotalYearbeforeTaxes&BenefitsTaxes&Benefits17".bTotalRevenueQuarter$$$$$$$$$$$$$Month.t11,667$5,417$11,667$7,500$9,167$7,083s7,083$3,833$3,500s2,667s69,583$11,829s81,413$Month211,667s5,417$11,667s7,500s9,167$7,083$7,083s3,833$3,500$2,6€7$69,583$11,829$81,413$21Air,LLC1stYearofOperations-AdministrativePayrollMonth311,667s5,417$11,667$7,500$9,167$7,0lB$7,083s3,833$<,500$2,667s69,583$11,829$81,413$Month411,667$5,417$11,667$7,500$9,167s7,083$7,083$3,83353,500$2,667$69,583$11,829s81,413$MonthS11,667s5,417$11,667$7,500$9,167s7,083s7,083$3,833$3,500$2,667$69,583$1l,829$81,413$--··-·-----·-Month611,667s5,417$11,667s7,500$9,1G7$7,083s7,083$3,833s3,500$2,667s69,583$11,829$81,413$Month111,667s5,411$11,667$7,500$9,167$7,083$7,083$3,833$3,500$2,667$69,583$11,829s81,413$MonthS11,667$5,417$11,667$7,500$9,167$7,083$7,083$3,833$3,500$2,667$69,583$11,829s81.413$Month9MlHith1.()Month1111,667$5,417$11,667$7,500$9,167s7,083$7,083$3,833$3,500$2,667s59,583$11,829$81,413$11,667$5,417$11,667s7,500$9,167$7,083$7,083s3,833$3,500$2,667$69,583$11,829$81,41a$11,667$5,417$11,667s7,500s9,167s7,083$7,083$3,833$3,50052,667$69,583$11,829$81,413$Month1211,667$5,417511,667s7,500s9,167$7,083$7,083s3,833$3,500$2,667$69,583$11,829$81,413$11244.238)ISa.4,:uslu244:2311II$-244,238]Q1Q2Q3Q4Total140,00065,000140,00090,000110,00085,00085,00046,00042,00032,000835,000141,950976,950Administrative-PayrollDetailSalaryQtyAnnualTotalChiefExecutiveandOperationsOfficer1$140,000$140,000ChiefFinancialOfficer(CFO)1$65,000$65,000VPOperations1$140,000$140,000DirectorofSafetyandSecurity1$90,000$90,000DirectorofMaintenance1$110,000$110,000ChiefPilot1$85,000$85,000ChiefInspector1$85,000$85,000Accountant&Treasury1$46,000$46,000AdministrationManager1$42,000$42,000Clerk-Billing&A/R(1)1$32,000$32,000TotalYearbeforeTaxes&Benefits$835,000Taxes&Benefits17%$141,950TotalYear$976,950TotalMonth$81,4138767-lOOERSfB767CAPTAINB767FIRSTOFFICER8767FME(loadMaster)CaptalnsFirstOfficerYear$79,200$50,400FlightMechanics\LoadMaster)$62,317PerDiemCrewTrain;ngPayCrewTralnmgTravelBurdenVacation,SickandOTHotelandTravelExpensesTotclsQuarter15%10%$20666$39,600$$25,200$$31,158$$21,600$$14,394s$9,596$$7,000$$14S,54R$66666639,&00$39,600$25,200s25,200$31,158s31,158$21.600s21,600$$•6621Air,LLC•6639,600$39,600$25,200$25,200$31,158$31,158$71,600$21,600$$66639,600$25,200$31,158$21,600$•6666639,600$39,600$25,200$25,200$31,158s31,158$21,600$21,600s14,394$14,394s14,394$14,394$14,394$14,394$14,394$9,596$9,5%s9.5%$9,596s9,$96$9,59&$9,596$7,000$7,000$7,000$7,000$7,000$7,000$7,000$148,548$148,548$148,548$148,548$148,5413s148,548$148,548$66639,600$25,200$31,15R$21,600$14,394$9,5%$7,000$66639,600$25,200$31,158$2.1,600$14,394$9,596$7,000$66666639,b00s39,600$475,2002S,2.00$25,200$302,40031,158$31,1S8S373,90121,600$21,600$259,20014,394s9,596s7,000s$$14,394$172,7259,596$115,1507,000$84,000148,548$148,548s148,548s148,548$1,782,570IsM..o;.;lI$445.6441I$.Ws,.;;.;IIs445,6441Q4Q1Q2Ql21Air,llC1stYearofOperations-AircraftCostDetailGimriptionMonth1Monrh2MotJth3MOilth4MonthsMonth6Month7MonthSMonth9Month10Month11Month1ZTotallusePaymenuLeasePaymentmonthlyperAircraftN881YVS150,000$150,000$150,000$1$0,000$150,000S150,000$lSO,OOO$150,000$150,000$15{.),\'X.JO$150,000$1:00,0001,800,0001,800,0(10lt>asePaymentmonthtyperAircraftN999YV$150,000$150,000S150,000$150,000$150,000$150,000$150,000$150,000$'150,000$lSO,OOOSlSOJ>OOS150,000LCII\ef>ayme11tmon1hlyperAl1craft#03learePaymentmonthlyperAin::raft#04Totalleas.ePayrnerrtslineMaintenanceBlockHoursA/CN881YVBlockHoursA/CN999YVT01ala.H.Vr.lineMalntemm€.f'PerBlockHourTot(llllineMaintenanceRotables&PartsHoursA/CNB81YVBlockHoursA/(N999YVTotalB.H.Vr.Rotables&Part<;PerBrockHourTotalLineMaintenancelns\lranceBlockHoursNCNS!UYVBlociHoursA/CN999VVTotallnsuranteQuarterQuarterQuarter$$$$s300,000175m350150$52,500$11517535025D$87,500$24,583$24,583$49,166$300,000300,000IT-.oo...oo1115m350150s52,500$Q11l5m350150$52,500$[$1>7,.00I175175350250$87,500$Ql175175350250$87,500$1s262.soolQl24,583$24,583$$l4,583$49.166$49,16&$J;-,4].4.!)QI300,0001751/5350150$52,500$"'l75350250$87,500$24,583$24,:.83$49,166$300,000:100,000I$-..00;1100117:.l!S350150s52,500$Q2175115350150s52,500$ml75350250$87,500$Q2171175350$87,500$I$IQ224,583$24,583$$24,583s49,166$49,166$[s-,.7A9S]Q2300,000mm350150$52.500$1751753502S.Q$87,500$24,583s24,583$49,166$300,000300,000[$-..00:00.]m175"01'i0$52.500$Q3175m350150$52.500$175115350250$87,500$Q31751753502SO$87,500$[$-:!62:51>0]$24,583$49,166$Q324,583$24,583$49,166$[$,..,....!Q3:100,000mm3SC150$52,500$1751/5350250$87,500$24,583$24,583$49,166$:100,000:100,001)[$-..,..-000]175lJS350150$Q4l751753501503,600,00052,SOO$52,500$6JO,OOOJ$,57,500]175115250$87,5<)0$Q4ns17535025087,500$1,050,00024,583$24,58.3$49,166$Q424,58324,!XB$254,99649.166[$147,4901Q421Air,LLC1stYearofOperations-ProjectedRevenuesDescriptionMonth1MonthZMonth3Month4MonthSMonth6Month7MonthBMonth9MonthlOMonthllMonth12TotalB767-200£11SFBlockN881YV175175175175175 175 175175 1751751751752,100BlockN999YV1751151751751751751151751751751751752,1003rdAircraft4thAircraftTotalMonthly&.H.3503503503503503503503503503503503504,200ACMISellingRateperB.H.$1,900$2,900s2,900$2,900$2,900s2,900s2,900$2,900$2,900$2,900$2,900$2,900$3.150TotalRevenue$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$1,015,000$1,015,000$13,230,000QuarterIs3,04s,oooIIs3,045,000IIs3,045,000IIs3,045,000QlQ2Q3Q4EXHIBIT 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 ofoperations, 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 ofrelated companies, contribute their time as needed toward the certification process of21 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 ofobtaining 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 ofoperations 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 ofopet"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.

Theretore, using the Department's traditional tlnancial fitness tonnula, the three month
average ofnormal operating expenses based upon a full year ofnormal 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 ofOperating Costs:

• Start-Up/Pre-Operating Costs: • 25%/3 Months ofOperating Costs Averagc:

• 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. 

# c NW B?th 

## Ave. &

## 25th 

## St. Bran 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** ofthis 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 ofthis 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 anyadvortl6emen1 or In uny way whatso&ver except as reptesant&d to litis barit 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 ofTransportation 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 behalfof21 Air, 

### LLC ("21 Air") 

### we respectfully submit the attached three copies ofthe 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 ofcertain 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 ofdelivery 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 ajourney 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 ajoumey to, from. or with an agreed stopping place in the United States ofAmerica, 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 27409U.S. Department ofTransportation 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 ajourney 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 ofthe 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 ofthe 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 ofany 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 ofa 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 ajourney 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 ofthe carrler'sliabitity under the Warsaw Convention or such speciat contracts ofcarriage. 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 ofthe 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

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# 3 Your Receipt

Your Comment Tracking Number: 1jz-Bhf4·rnl52

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### on agency public submission polidesjprocedures andprocessing 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/ 2/26/2015OST-96-1960 FAMILY ASSISTANCE PLAN ITO BE SUPPLIED

### I EXHIBIT 21AIR-14EXHIBIT 21AIR-15

FAA CERTIFICATE STATUSForm 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 Canada, Central and South America (by m$ll&, mod&!, ami

**$(~nos)** 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 NSN0052-00·889-4002Section 1E. To So Completed ByAllAppllcsnts 10, AddiUonallnformatlon that provides a better understanding: of the proposed operation or bueinen (attach addlttonal

**sheet~t** Ifneces.-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•tedBy 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 8yRegional 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 ofEvents

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 ATS/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 

### UNCONTROLLED COPY WHEN DOWNLOADED Check with FSIMS to verify cutTen! version before using 

### Date Accomplished11/21/14 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 Check with FSIMS to verify current version before using 

### Date AccomplishedEXHlBIT 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 I8 ofthe United States Code Section I001. 

### 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. §I00I 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 26 1 h 

### day ofFebruary 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