### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION Washington, D.C. Application of AERODYNAMICS INCORPORATED ) ) 

### ) Docket DOT-OST-2014-0114 ) 

### for a certificate ofpublic convenience and necessity under 49 U.S.C. 

### § 41102 to engage in interstate scheduled airtransportation of persons, property, and mail ) ) ) 

### ) ) 

### RESPONSE TO SHOW CAUSE ORDER 2015-1-16 Communications with respect to this document should be addressed to: F. Darrell Richardson President and CEO AERODYNAMICS INCORPORATED 1690 Stone Village Lane Building 100, Suite 121 Kennesaw, GA 30123

February 5, 2015

\DC · 065·180/000002 · 640:37:32 v4 

### Robert 

### E. Cohn Patrick 

### R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 Telephone: +1 202 637 4999/5659 Facsimile: +1 202 637 5910 E-mail: robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counsel for AERODYNAMICS INCORPORATED

### BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION Washington, D.C. Application of AERODYNAMICS INCORPORATED for a certificate of public convenience and necessity under49 U.S.C. 

### § 41102 to engage in interstate scheduled airtransportation of persons, property, and mail ) ) 

### ) Docket DOT-OST-2014-0114 ) ) ) 

### ) ) ) 

### RESPONSE TO SHOW CAUSE ORDER 2015-1-16
Aerodynamics Incorporated ("ADI") appreciates the opportunity to respond to Show Cause Order 2015-1-16. The Show Cause Order raised concerns about the qualifications of Scott Beale, ADI's former CEO, President, and Chairman, and his continued management and ownership of ADI. ADI carefully considered the Department's Show Cause Order and immediately undertook decisive actions to directly and meaningfully address the Department's concerns: First, Mr. Beale has resigned as CEO, President, and Chairman ofthe Board of ADI and its parent companies, ADI Holdings Company, Inc. ("ADI Holdings"), and Aviation Capital Partners, LLC ("Aviation Capital Partners"). Effective January 26, 2015, he no longer holds any management, employee, board, consultant or sales agent position with the Companies. 1

Collectively, ADI, ADI Holdings, and Aviation Capital Partners are "the Companies".

\\DC OG5480/000002 6403732 v4 

### 1

### Second, Darrell Richardson, a well-known airline industry veteran, has been appointed as the new CEO, President, and Chairman of the Boards ofthe Companies, effective January 26, 2015. Third, three new board members were appointed to the Boards of the Companies, effective January 26, 2015, in addition to Mr. Richardson. Fourth, Mr. Beale has committed to sell his 100% interest in the Companies and has already begun the process ofselling his interests. As a result of these actions, ADI respectfully requests that the Department immediately issue an Order:
a. withdrawing the Show Cause Order and the threat to revoke ADI's interstate and foreign charter passenger airtransportation certificates; b. confirming that, based on the management and board member changes already accomplished, ADI currently meets the Department's managerial and compliance disposition requirements;
c. making clear that the Show Cause Orderwas not based in any way on concerns aboutthe safety ofADI's operations; d. providing 30 days for Mr. Beale to place his shares in the Companies into a voting trust acceptable to the Department;
e. providing 120 days for the completion of the sale of the Companies; and f. indicating the Department's willingness to consider processing ADI's pending application for scheduled interstate air transportation certificate authority, subject to the submission of updated fitness information.

\\DC· 065480/000002 6403732 v4 

### 2

### Because the Show Cause Order has raised concerns in the marketplace and among ADI's customer base, ADI requests that the Department act immediately on this request.


### I. ADI Has Taken Swift and Decisive Actions To Address The Department's Concerns. 

### ADI has acted swiftly and decisively to address the concerns relating to ADI's ownership and management discussed in the Show Cause Order. As detailed below and in the attached exhibits, ADI and its holding companies now have new Boards of Directors and a new Chairman/CEO/President with substantial aviation experience. In addition, the process for an orderly sale and disposition of Mr. Beale's ownership stake in the Companies to an independent third party(ies) has already begun, as has the process for establishing a voting trust for Mr. Beale's stock in the Companies. The following describes these actions: Mr. 

### Scott Beale. 

### Mr. Beale has removed himself from the management, governance, employment and operations ofthe Companies. On January 26, 2015, he resigned as the President, CEO, Chairman of the Board, board member and employee of ADI, ADI Holdings, and Aviation Capital Partners, with immediate effect. Exhibit 1. Mr. Beale no longer has any involvement in the governance or management of the Companies. He does not hold any management, employee, sales agent, consultant or board position with the Companies. See Beale Declaration in Exhibit 2. Mr. Beale - as the sole shareholder of the ultimate holding company of ADI2

- 

### has committed to, and has already begun the process of, selling the Companies to one or more independent
ADI is wholly owned by ADI Holdings Company, Inc., which in turn is owned 100% by Aviation Capital Partners LLC. Aviation Capital Partners LLC is 100% owned by Scott Beale
.

.-DC· OGo !801000002 · G4037:l2 v4 

### 3

### third parties as soon as reasonably practicable. See Beale Declaration in Exhibit 2. In addition, pending the sale of the Companies, Mr. Beale has agreed to place his ownership interests in the Companies in a voting trust acceptable to the Department. See Beale Declaration in Exhibit 2. NewPresident, CEO, and Chairman ofthe Board. 

### On January 26, 2015, F. Darrell Richardson was appointed President, CEO, and Chairman ofthe Board of each of the Companies. Exhibit 3. Mr. Richardson has more than 40 years of experience in the aviation industry, including as Chief Operating Officer of Mesaba Airlines, Executive Vice President/Chief Operating Officer of Piedmont Hawthorne Aviation, President and CEO of Pace Airlines, and the CEO of Silver Airways. His resume and key personnel questionnaire responses are attached as Exhibit 5. He is well known by the Department, and airlines with which he was employed in senior executive positions have been found fit, willing and able by the Department. See DOT Order 2011-4-28 (finding VPAA fit, willing, and able to conduct scheduled passenger operations as a commuter air carrier and transferring Gulfstream International's commuter air carrier authorization to VPAA; Mr. Richardson's credentials are discussed in the review of management as New GIA's Chief Restructuring Officer). 3 

### NewBoards ofDirectors ofAD/andits Holding Companies. 

### On January 26, 2015, Mickey Bowman, Kenneth Swieter, and Donald Greeson were appointed to the Boards ofeach of the Companies, joining Mr. Richardson. Exhibit 4. Each ofthese individuals has substantial experience in aviation.

VPAA later became Silver Airways. See DOT Order 2011-11-32.

\\DC · OG51H0/000002 · G·l037:!2 v4 

### 4

### Mr. Bowman became ADI's Vice President of Airline Services in January 2015. He has held senior management positions at Chautauqua Airlines, Mesa Air Group, Gulfstream InternationalAirlines, and SilverAirways.
Mr. Swieter has been a senior manager at various aviation and travel companies, including Ameristar Fuels Corp., Picus International, Patriot Airways, iJet Charters, TrendRightTravel, and GenX Rewards.
Mr. Greeson began his career as a ramp agent/ramp supervisor and a senior air transport analyst at the Civil Aeronautics Board. He has been a senior manager and consultant in the aviation industry for Aviation Associates, Airline Capital & 

### Consulting Service, lnterFiight Global Corp., and vonJet Aviation Partners. Resumes and key personnel questionnaire responses from each of Messrs. Bowman, Swieter, and Greeson are attached as Exhibits 6,

# z, and§, respectively. 4 

### Mr. Robert Ward. 

### Although not mentioned as a concern in the Show Cause Order, ADI takes this opportunity to clarify and update Robert Ward's status vis-a-vis the Companies. He is no longer a board member of ADI, ADI Holdings or Aviation Capital Partners. He does not have any ownership interest in any of the Companies,
nor is he involved in the governance or management of the Companies. He does not hold any management, employee, consultant, sales agent or board position with the Companies. See Ward Declaration in Exhibit 9.
II. The Department Should Immediately Issue an OrderWithdrawing the Show Cause Order. 

### ADI has addressed all of the Department's issues with regard to ADI's management and compliance disposition, except the ownership (sale) of the

4 There is a small gap in Mr. Bowman's work history in late 2013 and early 2014 which was the result of a non-compete provision after leaving SilverAirways. During that period, Mr. Bowman worked in real estate.

\DC OG!\!80/000002 · G-!03732 v·1 

### 5

### Companies, which is in the process of being addressed. Mr. Beale has stated in his Declaration that he is committed to the orderly sale ofthe Companies. He believes that
can be accomplished within 120 days. In the meantime, Mr. Beale will place his ownership interests in the Companies in a voting trustacceptable to the Department.
In light of these actions, the Department should promptly issue an Order withdrawing the Show Cause Order (and the threat to revoke ADI's interstate and foreign charter passenger air transportation certificates) and confirming that ADI satisfies the Department's managerial and compliance disposition fitness requirements. The Order should also make clear that its tentative determinations were not based in any way on concerns aboutthe safety ofADI's operations. Indeed, ADI, which currently has over 60 employees and many satisfied customers, has an outstanding safety and operational record during its 55 years of existence; it has served the industry for this entire period without an accident; and it holdstheARG/US Platinum rating. The Order should provide reasonable time for Mr. Beale (i) to find a trustee and establish a voting trust acceptable to the Department (30 days), and (ii) to complete the orderly sale ofthe Companies (120 days). In addition, the Order should also indicate the Department's willingness to continue processing ADI's application for scheduled authority, subjectto the submission of updated fitness information, to enable it to proceed with its scheduled service plans. ADI is anxious to begin, and the City of Youngstown is anxious to receive, first-time nonstop service to a major hub. ADI intends to vigorously prosecute its application for scheduled authority and will submit any updated fitness information requested by the Department.

\\DC
- OG5-1801000002 G-10:3732 v-1 

### 6

### Importantly, given the concerns raised by ADI's customer base and the marketplace in light of the Show Cause Order, ADI respectfully requests that the Department issue such an Order immediately.



### Ill. Conclusion. In light of the substantial changes in management of the Companies and the commitment of the owner to sell the Companies and place his interests into a voting trust pending sale, ADI respectfully submits that there is no basis for the Show Cause Orderand it should be promptlywithdrawn.

'\])C · OGM801000002 G-IO:l732 v4 

### Respectfully submitted,

Robert E. Cohn Patrick R. Rizzi HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 Telephone: (202) 637-4999/-5659 Facsimile: (202) 637-5910 E-mail: robert.cohn@hoganlovells.com patrick.rizzi@hoganlovells.com Counselfor AERODYNAMICS INCORPORATED



### 7

### CERTIFICATION 

### Pursuantto title 18 United States Code section 1001, I, F. Darrell Richardson, in my individual capacity and as the authorized representative ofthe applicant, have not in any manner knowingly and willfully falsified, concealed or covered up any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution ofthis Supplement and its Exhibits. I understand that an individual who is found to have violated the provisions of 18 U.S.C. section 1001 shall be fined nor more than $10,000 or imprisoned not more than five years, or both. 

# L{)cutetf

**>BL~aat<XV**

F. Darrell Richardson Chief Executive Officerand President Aerodynamics Incorporated
Dated: February ,2015

# ADI EXHIBIT 1January 26th, 2015
Aerodynamics Incorporated ADI Holdings Company, Inc. Aviation Capital Partners, LLC Attention: Board ofDirectors 25700 Science Park Drive Suite 210 Beachwood, Ohio 44122 Re: Resignation ofScott Beale

Tothe Boards ofDirectors:
Effective immediately, IScott Beale, respectfully resign as the President, CEO and Chairman ofthe Board ofAerodynamics Incorporated,ADI Holdings Company, Inc. andAviation Capital Partners, LLC.

Sincerely,

# ADI EXHIBIT 2

### DECLARATIONOFSCOTTBEALE I, Scott Beale, makethe following Declaration: 1. On January 26, 2015, Iresigned as the President, CEO, Chairmanofthe Board and board member of Aerodynamics Incorporated ("ADI"), ADI Holdings Company, Inc., and Aviation Capital Partners, LLC, with immediate effect 2. On January 26, 2015, F. Darrell Richardson was appointed President, CEO, and Chairman ofthe Board of Aerodynamics Incorporated, ADI Holdings Company, Inc., and Aviation Capital Partners, LLC (collectively, the "Companies"). 3. I do not and will not have any involvement in the governance or management ofthe Companies. 4. I do not and will not hold any management, board, employee, consulting or sales agent positionwiththe Companies. 5. I am committed to, and have already begun the process of, an orderly sale of the Companies to one or more independent third parties as soon as reasonably practicable. Pending the sale, I 

### will place my voting interests ofAviation Capital Partners LLC (the holding company of ADI and ADI Holdings) into a voting tmst approved by the DepartmentofTransportation.
Ideclare under penalty ofpeljury that the foregoing is true and correct. Executed on this 3rd day ofFebruary 2015.

# ~d- ./ Scott Beale

OG54801000002 · G:l57G39 v3 

### 1

# ADI EXHIBIT 3

### UNANIMOUS CONSENT IN LIEU OFA MEETING OF THE BOARD OF DIRECTORS OF

AERODYNAMICS INCORPORATED 

### Pursuant to Section 450.1101A50.2099 of the Michigan Business Corporation Act of 1972, the undersigned director ("Director") constituting all of the members of the Board of Directors (the "Board') of Aerodynamics Incorporated, a Michigan corporation (the "Corporation1

## 1, does hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as if adopted at a duly held meeting of the directors ofthe Corporation. RESOLVED, that F. Darrell Richardson be and hereby is appointed to the Board of the Corporation and as its Chairman, President, and CEO, effective as ofthe date hereof; and be it FURTHER RESOLVED, thatthisWritten Consentshallbe considered fully executed and all of the resolutions herein adopted and approved. Facsimile transmission of any signed original document and/or retransmission of any signedfacsimile transmissionwill bedeemedthe sameasdeliveryofanoriginal. IN WITNESS WHEREOF, the undersigned, being all the members of the Board, has executed this resolution as ofthe 26th dayof,Januaiy2015.

\\DC.06s;so:ooooo2.6109345 vi 

## By:-~/~ -S'(ott Beale

### UNANIMOUS CONSENT IN LIEU OFA MEETING OF THE BOARD OF DIRECTORS OF AVIATION CAPITAL PARTNERS, LLC 

### Pursuant to the Delaware Limited Liability Company Act, the undersigned Managing Director constituting all ofthe Managing Directors of AVIATION CAPITAL PARTNERS, LLC, a Delaware Limited Liability Company (the "Company"), does hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as if adopted at a duly held meetingofthe ManagingDirectors ofthe Company. RESOLVED, that F. Darrell Richardson be and hereby is appointed as the Managing Director ofthe Company effective as ofthe date hereof; and be it 

### FURTHER RESOLVED, thatthisWritten Consentshallbe considered fully executed and all of the resolutions herein adopted and approved. Facsimile transmission of any signed original document and/or retransmission of any signedfacsimile transmission

### will bedeemedthe sameasdeliveryofanoriginal. IN WITNESS WHEREOF, the undersigned being all the Managing Directors ofthe Company, has executed this resolution as ofthe 26th dayof January2015.

\I!)C
. 0654801000002. M09J45 'I

### UNANIMOUS CONSENT IN LIEU OF A MEETING OF THEBOARD OF DIRECTORS OF ADI HOLDINGS COMPANY, INC. 

### Pursuant to Title 14, Chapter 2, Article 8 of the Georgia Business Corporation Act of 2010, 

### the undersigned director ("Director") constituting all of the members of the Board of Directors (the "Board') of ADI Holdings Company, Inc, a Georgia corporation (the "Corporation"), do hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as if adopted at a duly held meeting of the directors of the Corporation. RESOLVED, that F. Darrell Richardson be and hereby is appointed to the Board of the Corporation and as its Chairman, President, and CEO, effective as ofthe date hereof; and be it FURTHER RESOLVED, thatthisWritten Consent shallbe consideredfully executed and all of the resolutions herein adopted and approved. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmissionwill be deemedthe sameasdeliveryofan original. IN 

### WITNESS WHEREOF, the undersigned, being all the members of the Board, has executed this resolution as ofthe 26th 

### day ofJanuary 2015. 

### By:



## /.--~



## ~sotrtfeale

\IIJC. 0654801000002.<>409J4S vi

# ADI EXHIBIT4

### UNANIMOUS CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF

AERODYNAMICS INCORPORATED 

### Pursuant to Section 450.1101-450.2099 of the Michigan Business Corporation Act of 1972, the undersigned director ("Director") constituting all of the members of the Board of Directors (the "Board') ofAerodynamics Incorporated, a Michigan corporation (the "Corporation

## 'I, does hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as if adopted at a duly held meeting of the directors ofthe Corporation. RESOLVED, that Scott Beale and Robert Ward have resigned from the I3oard of the Corporation, and Donald Greeson, Kenneth J Swieter, and Mickey Bowman be and hereby are appointed to the Board of the Corporation effective as ofthe date hereof; and be it FURTHER RESOLVED, that this Written Consent may be executed with counterpart signatures and that when all of the counterpart signatures are assembled together, this Written Consent shallbe considered fully executed and all ofthe resolutions hereinadopted and approved. Facsimiletransmission ofany signed original document and/or retransmission of any signed facsimile transmissionwill be deemed the same asdeliveryofanoriginal. IN WITNESS WHEREOF, the undersigned, being all the members of the Board, has executed this resolution as ofthe 26th day ofJanuary 2015.

liD('.065480/000002.

**64003~4** vi

### UNANIMOUS CONSENT IN LIEU OFA MEETING OF THE BOARD OF DIRECTORS OF AVIATION CAPITAL PARTNERS, LLC 

### Pursuant to the Delaware Limited Liability Company Act, the undersigned Managing Director constituting all ofthe Managing Directors of AVIATION CAPITAL PARTNERS, LLC, a Delaware Limited Liability Company (the "Company"}, does hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as ifadopted at a duly held meetingofthe membersofthe Company. RESOLVED, that Scott Beale and Robert Ward have resigned as Directors of the Company and Donald Greeson, Kenneth J 

### Swieter, and Mickey Bowman be and hereby are, appointed as Managing Directors of the Companyeffective as ofthe date hereof; and be it 

### FURTHER RESOLVED, thatthisWritten Consent shall be consideredfully executed and all of the resolutions herein adopted and approved. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmissionwill be deemedthe sameasdeliveryofanoriginal. IN WITNESS WHEREOF, the undersigned, being all the Managing Directors ofthe Company, has executed this resolution as ofthe 26th day of January 2015. By:

# dbc«w:.ee

**~4t4&~** Managing Director

\IDC ·

**065~801000002** 6-109344 vI

### UNANIMOUS CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF ADI HOLDINGS COMPANY, INC. 

### Pursuant to Title 14, Chapter 2, Article 8 of the Georgia Business Corporation Act of 2010, the undersigned director ("Director") constituting all of the members of the Board of Directors (the "Board') of ADI Holdings Company, Inc, a Georgia corporation (the "Corporation"), do hereby consent in writing to the adoption of the following resolutions, such resolutions to have effect as if adopted at a duly held meeting of the directors of the Corporation. RESOLVED, that Scott Beale and Robert Ward have resigned from the Board of the Corporation, and Donald Greeson, Kenneth J Swieter, and Mickey Bowman be and hereby are appointed to the Board of the Corporation effective as ofthe date hereof; and be it FURTHER RESOLVED, that this Written Consent may be executed with counterpart signatures and that when all of the counterpart signatures are assembled together, this Written Consent shall be consideredfully executed and all oftheresolutions herein adoptedandapproved. Facsimiletransmissionofany signed original document and/or retransmission of any signed facsimile transmissionwill be deemedthe sameasdeliveryofanoriginal. IN WITNESS WHEREOF, the undersigned, being all the members of the Board, has executed this resolution as ofthe 26th day

### ofJanuary 2015. By:

# cdUtttdi!ffl

**<-k~td.IH-** Chairman ofthe Board

\IDC ·
**065~80.'000002** · 6-109344 vi

# ADI EXHIBIT 5AERODYNAMICS- DOT FITNESS EVALUATION KEY PERSONNEL QUESTIONNAIRE
Note: This questionnaire pertaining to Aerodynamics Incorporated ("Aerodynamics" or the "Company'') willbe usedforaircarrierfitness submissions to the U.S. DepartmentofTransportation under 14 C.F.R. § 204.3. Please answerall questions fully and completely, andsign and date the questionnaire. Where more detailed responses are required orrequested, please use the attached "Detailed Response"sheet. Please indicate ifyou desire for anypart ofyourresponse to be kept confidential. 1. Your name and residence address: Franklin Darrell Richardson 80 Paddle Boat Lane Apartment 721 Hilton Head, SC29928

2. Anticipated title orpositionwiththe Company: Chairman, President & CEO

3. Current position, business address, and telephone number (if you currently serve in this position with Aerodynamics, state how long you have held the position). New Position as of26 January2015 (3 days) 1690 StoneVillage Lane, Building 100 Suite 121 Kennesaw, GA 30123

4. Numberand type ofshares ofCompanystockowned orto be acquired, ifany:

__ o_shares

\\DC.0382451000001
. 3200788vi5. Are you a citizen ofthe United States? Yes_-=x--- No
__ _ Ifyou are not a U.S. citizen, please indicate your nationality and current immigration status:

6. Are you related by blood or marriage to any other person holding a substantial interest (defined as the beneficial control of 10% ormore ofthe outstanding votingstock) inthe Company? Yes
__ _ No
__ 

## x_ If"Yes", please indicatethe relationship:

7. Are you or have you been an officer, director, or major shareholder (10% or more of the total outstanding voting stock) of, or do you have any other significantinterest in, any otherair carrier, foreign aircarrier, common carrier, person substantially engaged in the business of aeronautics, or person whose principal business is the ownership or control of any such transportation oraeronauticentity? Yes 

### --=-X_,___ No (If your answer is "yes," please provide more information on the attached "Detailed Response" sheet.} (Served as an officer for several airlines - see attached resume)

8. Have you held in the past any position with any U.S. or foreign air carrier or aviation-related business? Yes ---"-X_,___ No
__ _ (If your answer is "yes," please provide information concerning all positions held, with dates of employment, a description of responsibilities, and any other relevant information on the attached "Detailed Response" sheet, Q[attach a copy of a recent resume to this questionnaire.) (See attached resume)

\\DC·OJ824Sf000DOI -3200788vl9. Are you or any company in which you have a substantial interest {defined as the beneficial control of 10% or more of the outstanding voting stock) the subjectofany pending legal action oroutstandingjudgment involving a claim in excess of$5,000? Yes
__ _ No
__ 

## x_ (If your answer is "yes," please provide the date and amount of each claim or judgment and the name of each claimant or judgment creditor on the attached "Detailed Response" sheet.)

10. Are you or any company in which you have a substantial interestthe subject ofany pending legal action oroutstandingjudgment involving a claim ofless than $5,000? Yes
__ _ No
__ 

## x_ (Ifyour answer is "yes," please supply the total number and aggregate amount of all claims and/orjudgments outstanding on the attached "Detailed Response" sheet.}

11. Are you orany company in which you have a substantial interestthe subject of a pending investigation, formal complaint, or enforcement action by the U.S. Department of Transportation or the Federal Aviation Administration regarding compliance with Subtitle VII of Title 49 of the United States Code (the "Statute"), or any order, rule, regulation, or other requirement issued pursuanttothe Statute? Yes
__ _ No
__ 

## x_ (Ifyour answer is "yes," describe each complaint or enforcement action and indicate the current status or final disposition of each matter on the attached "Detailed Response" sheet.)

12. Have you or any company in which you have a substantial interest been charged with any unfair, deceptive, or anticompetitive business practices, or ofanyfraud, felony, orantitrustviolation duringthe pastten (10) years? Yes
__ _ No
__ 

## x_ (If your answer is "yes," please describe, and indicate the disposition or current status of each proceeding on the attached "Detailed Response" sheet.)

\\DC w 038:!45/000001

**~** 3200788 vJ13. 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 any aircraft accidentor incidentatany time in the pastthat remains the subject of an open investigation by the Federal Aviation Administration, the National Transportation Safety Board, orthe Company? Yes
__ _ No_x_ (If your answer is "yes," please provide the date, location, and other details of the accident/incident including the status of any pending investigations on the attached "Detailed Response" sheet.)

Franklin Darrell Richardson Name (Printed)

\\DC·OH245i00000l- 3200788 vl80 Paddle Boat Lane Unit 721 Hilton Head Island, SC 29928 954-305-3177 darrellatc@gmail.com 

# F. Darrell Richardson

Education

Experience University of Miami • MBA International Business and Finance Cook Institute ofTechnology • BSEE February 2014- Present Gracie's Kids International Chairman &Executive Director (Volunteer Non-Profit) Gracie's Kids International is a Christian-based nonprofit 501 (c)(3) organization dedicated to providing comfort and care with donationsupported programs directly improving the well-being ofchronic kidney disease patients with community outreach initiatives, international humanitarian support, legal assistance services, and patient advocacy reinforcement. The primary focus ofGracie's Kids International is to assist kidney disease patients in Stages 1-5with basic human needs by promoting integrity, awareness, and comfort. International headquarters is located in Hilton Head, SC and support is provided at the local, state, and federal levels. February 2013- Present Aviation Consultant Provides management supportto regional airlines and tour operators. February 2011 -February2013 ChiefExecutiveOfficer SilverAirways

• Served as Chief Restructuring Officer during bankruptcy of Gulfstream International Airlines for Victory Park Capital until purchase completed on 6 May 2011. • Rebranded Company as SilverAirways. • Operated under United Airlines code share with hubs at Washington Dulles, Cleveland, Florida and the Bahamas. • Operated under Delta Airlines interline agreement atAtlanta, Ga. • Increased fleet size from twenty-one Beech 1900Ds to twenty-five Saab340BP1us and eight Beech 1900Ds. • Increased passengers by 150% year overyear. • Added scheduled flights to twenty-five new airports. • Regional Airline ofthe Year2013. July 2010- February 2011 Chief ExecutiveOfficer Interisland Aviation Services Group

• Air Turks &CaicosAirlines- The national flag carrier. • Provo Air Center - FBO that provides fuel for the airlines and corporate customers operating into the islands. • Flight Support L TO - Ground handler services to all the major airlines serving the islands. • Caribbean Air Maintenance Services - Maintenance repair station that provides maintenance to the airlines serving the islands. • Agency Services- Operates as UPS for the islands.
March 2005- July 2010 Consultant • Provided international consultant services specializing in aviation and marketing technology. Provided services to tour operators, travel agencies, hedge funds and corporate investors.

2000 - 2005 Pace Airlines, Inc. Winston Salem, NC President & CEO Member Board of Directors • Increased revenue from $6M to over$65M in fouryears. • Increased annual passengercountfrom 16,000to over750,000. • Increased charters from 500 to over 10,000 peryear. • Average Dispatch Reliability of99.6%. • Increased the fleetfrom four B737s to seventeen B737s and four B757s. • Obtained FAA 180 minute ETOPS authority. • Established in-house FAA approved pilot & flight attendant training programs for the 8737 & 8757 aircraft. • Developed heavy maintenance capabilities for the 8737 & 8757 up through majorstructure checks. • Purchased and implemented newfinancial &dispatch systems. • Obtained international authority for North Atlantic, Artie Ocean, Pacific Ocean, Near East, Caribbean, Mexico, South America and Europe I Mediterranean Sea including Russia. • Signed contracts with twenty professional sports teams. • Signed contracts with forty university sports teams. • Signed contracts with Vacation Express to provide and operate six B737s. • Signed contracts with Hooters Air to provide and operate five B737s andone B757. • Established and implemented a plan to focus the company on its guiding principals and corporate objectives to achieve operational efficiency and profitability.

2000-2002 Piedmont Hawthorne Aviation Winston Salem, NC ExecutiveVice President• ChiefOperating Officer • Thirty-six FBOs. • Eleven MRO facilities. • Largest private Beech Aircraft Sales. • FAR 135 charter programs with overfifty aircraft. • FAR 121 charter airline with twenty-one large aircraft. • Associated Air Center in Dallas- Boeing BBJ Interior Completion Center.

1995-2000 Mesaba Airlines (NW Airlink) Minneapolis, MN ChiefOperating Officer • Operated as Northwest Airlink with hubs in Minneapolis, Memphis and Detroit. • Increased fleet size from fifty-three to one hundred and ten aircraft. • Added seventy-four Saab 340s to the fleet. • Added thirty-six RJ85s to the fleet. • Increased marketcap from $90M to over$600M. • Increased stock price from $5 pershare to $32 per share. • Regional Airline ofthe Year in 1998.

1993-1995 Phoenix Airlines Services Atlanta, GA SeniorVice President • Managed operations of three different airlines Express in Memphis, Express II in Minneapolis and Chicago Express in Chicago. Express I & II operated for Northwest Airlines and Chicago Express was an independent. All three were scheduled Part 121 airlines. • Lead company through several major FAA inspections. • Completed mergerofExpress Iand II. • Fleet operated was the Saab 340 and J31 aircraft

1987-1993 Continental Airlines (Express) Houston, TX Sr. DirectorTechnical Operations• Completed merger of Britt Airlines, Bar Harbor and Rock Mountain into one airline forming Continental Express. • Active in aircraft renewal program adding two new types ofaircraft. • Fleet operated was EMB 120, ATR 42, DHC 6, DHC 7, Beech 1900 and Beech 99 aircraft. • Served as Chairman ofthe Maintenance Review Board (MRB) for DHC 7 aircraft. • Served as Chairman of the airline Operators Conference for DHC 7 aircraft. • Standardized all technical operations into one common culture. • Memberofmanagementteam that created Eastern Express. • Memberofmanagementteam that crated Air Mike Express in Guam.
1984-1987 PiedmontAirlines Salisbury, MD. Vice PresidentTechnical Operations • Completed fleet renewal program adding Dash 8 aircraft. • Served as MRB memberfor Dash 8 program. • Served as MRB Chairman for Dash 7 program. • Lead companythrough FAA Part 121 certification. • Fleet operated was the DHC 8, DHC 7, S330 and B99 aircraft.
1981-1984 Air Florida Miami, FL. DirectorEngineering • Established new engineering department consisting ofAvionics, Systems, Structures and Power Plant. • Completed aircraft renewal program placing two new fleet types into service. • Fleet operated was the 8737, B727, DC9 and DC10 aircraft.

1968-1981 PiedmontAirlines Winston-Salem, NC. Various Positions in Technical Operations • Lead fleet standardization program for avionics for 8737fleet. • Member offleet renewal team that lead the B737 program to the largest fleet in the world. • Developed avionics engineering program to support all of technical operations. • Fleet operated was the B727, B737, YS11A, FH 227 and M404.Licenses Certifications • Federal Aviation Administration- A &P (Airframe &Power Plant). • Federal Communication Commission- Radio Telephone.

# ADI EXHIBIT 6

### AERODYNAMICS- DOT FITNESS EVALUATION KEY PERSONNEL QUESTIONNAIRE
Note: This questionnaire pertaining to Aerodynamics Incorporated ("Aerodynamics" or the "Company') willbe usedforaircarrierfitness submissions to the US. DepartmentofTransportation under 14 C.F.R. § 204.3. Please answerall questions fully and completely, andsign and date the questionnaire. Where more detailed responses are required orrequested, please use the attached "Detailed Response" sheet. Please indicate ifyou desire for anypart ofyour response to be kept confidential. 

### 1. Your name and residence address:

2. Anticipated title or position with the Company: 

## \) Cce.

# ?v~s~d:e.s:-**o~ ~.Jv-\'3""--<:** **~'fvVctS**
3. Current position, business address, and telephone number (if you currently serve in this position with Aerodynamics, state how long you have held the position).

# v~~**viJ,svl~Js** 0'

## Q.-

# \\vv-~w**Se~s \~<:tO** **S~\N:\)~\l..'\e ~,** **~\\~~**\00,.

## S..,~t \2.\ 

# 't(e'-'"'L**Se~.I....J** (,.

# h '3O\

## S 2_

4. Number and type ofshares of Company stock owned orto be acquired, ifany: 

# CJ shares

I \DC·038245/00000! · 3200788 vl

### 5. Areyou a citizen ofthe United States?

**Yes_'-----"'~** 

### No
__ _ Ifyou are not a U.S. citizen, please indicate your nationality and current immigration status:



### 6. Are you related by blood or marriage to any other person holding a substantial interest (defined 

### as the beneficial control of 10% or more ofthe outstanding votingstock) 

### in the Company? Yes
__ _ No 

# X If"Yes", please indicate the relationship:



### 7. Are you or have you been an officer, director, or major shareholder (10% or more of the total outstanding voting stock) of, or do you have any other significant interestin, any otheraircarrier, foreign aircarrier, common carrier, person substantially engaged in the business of aeronautics, or person whose principal business is the ownership or control of any such transportation oraeronautic entity? Yes 

# X No



## --- (If your answer is "yes," please provide more information on the attached "Detailed Response" sheet)



### 8. Have you held in the past any position with any U.S. or foreign air carrier or aviation-related business?



# Yes~ No
___ _ (If your answer is "yes," please provide information concerning all positions held, with dates of employment, a description of responsibilities, and any other relevant information on the attached "Detailed Response" sheet, or attach a copy ofa recent resume to this questionnaire.)

I \DC 038245/00000! •3200788 vi

### 9. Are you or any company in which you have a substantial interest (definedas the beneficial control of 10% or more of the outstanding voting stock) the subjectofany pending legal action oroutstandingjudgment involving a claim in excessof$5,000? Yes
__ _ No 

# X• 

### (If your answer is "yes," please provide the date and amount of each claim or judgment and the name of each claimant or judgment creditor on the attached "Detailed Response" sheet.)

10. Are you or any company in which you have a substantial interestthe subject ofany pending legal action or outstandingjudgment involving a claim of less than $5,000? Yes
__ _ No --L---:..,-- 

### (Ifyour answer is "yes," please supply the total number and aggregate amount of all claims and/orjudgments outstanding on the attached "Detailed Response" sheet.)

11. Are you or any company in which you have a substantial interestthe subject of a pending investigation, formal complaint, or enforcement action by the U.S. Department of Transportation or the Federal Aviation Administration regarding compliance with Subtitle VII of Title 49 of the United States Code (the "Statute"), or any order, rule, regulation, or other requirement issued pursuanttothe Statute? Yes
__ _ No--2\-- (Ifyour answer is "yes," describe each complaint or enforcement action and indicate the current status or final disposition of each matter on the attached "Detailed Response" sheet.)

12. Have you or any company in which you have a substantial interest been charged with any unfair, deceptive, or anticompetitive business practices, or ofanyfraud, felony, orantitrustviolation duringthe pastten (10) years? Yes



# No~ (If your answer is "yes," please describe, and indicate the disposition or current status ofeach proceeding on the attached "Detailed Response" sheet.)

\\DC- 038245/000001 3200788 vi

### 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 any aircraftaccident or incidentatanytime in the pastthat remains the subject of an open investigation by the Federal Aviation Administration, the National Transportation Safety Board, orthe Company? Yes
__ _ (If your answer is "yes," please provide the date, location, and other details of the accident/incident including the status of any pending investigations on the attached "Detailed Response" sheet.)

Date

\\DC- 038245/000001-3200788 viAERODYNAMICS - DOT FITNESS EVALUATION KEY PERSONNEL QUESTIONNAIRE DETAILED RESPONSE 

### Name of person responding:
_ 

# ___:\n----.:_v~=-=, **:::.::1.::\~~~~.::::W:::..:~:..:..:::::::~V\_.::......::::;;;__**__ _ 

# J Question No. 

# 1

**~**

# '8 Response:



# 0e~s-c

\\DC- 038245/000001 -3200788vi

## Mickey 

## Bowman 1020West Parrish Avenue Owensboro, KY 42301 270-689-2180 mickeybowman@msn,com 

### Objective To secure a management position with an organization that is both personally challenging and rewarding, A position which would utilize my35 plus years oftravel industry managementexpertise in marketing, planning, scheduling, pricing, revenue enhancement, public relations, advertising, operations, personnel development, sales, logistics and contract negotiation/administration, A position in which Ican excel. 

### Work Experience Vice PresidentofAirline Services 1/2015- Present Aerodynamics, Inc,, Atlanta, GA Chosen to lead ADI's transition into scheduled airline service from its route on the Charter side ofthe industry. Responsible for all matters relating to the establishment of airline service including Marketing, Sales, Network planning, Pricing, Community Relations, Governmental Liaison and CustomerService, Independent Regional Aviation Consultant 2/2014-12/2014 Self Employed, Owensboro, KY After complying with a very strict non-compete provision from my prior employer, established a consultancy catering to the needs ofRegional Airlines. Specific support offered in Fleet Planning, Schedule Planning, Pricing, Revenue Enhancement, Contract Management and Logistical Support. Special emphasis on Essential Air Service and Small Community Air Service Development Program related supportand issues related to those Federal ProgramR Vice PresidentofEssential AirService & Network Planning 1/2011

- 8/2013 SilverAirways, Ft. Lauderdale, FL. With the acquisition ofthe assets ofGulfstream International by Victory Park Capitol, appointed Vice President of Essential Air Service forthe newly formed SilverAirways. Tasked with the oversight of all existing EAS routes transferred from Gulfstream. Responsible for a recent expansion of program participation culminating in the addition of 12 new EAS service points being integrated into the SilverAirways system in August and October of2012. With the recent expansion Silver Airways will serve some 25 EAS destinations with revenues from the Essential Air Service program exceeding $55 million per year. In February 2013 additionally tasked with the Network Planning Duties for Silver. In that capacity given the responsibility of fleet deployment and route profitability analysis for the entire Silver Airways system. Efforts resulted in Silver Airways being named the Regional Airline of the Year for 2013 by Air Transport World. In Silver Airways recent adoption of the Sabre Reservation system for its independent brand, headed a team that secured Interline E-Ticketing and Baggage agreementswith several legacy carriers, Vice President ofCorporate Development 1/2008- 1/2011 Gulfstream International Airlines, Ft. Lauderdale, FL Responsiblefor identifying and exploring newsources ofrevenue forthe airline, Point man for recent, eight city expansion into Montana as well as into the Cleveland, OH hub as a Continental Connection carrier in 2010 and 2008 respectively, Primarily responsible for the award of thirteen Essential Air Service contracts to Gulfstream. Responsible for community relations, sales, marketing, scheduling and traffic development. Singlehandedly prepared the winning bids for all thirteen cities. Acts as the principle liaison with the Department ofTransportation on Essential Air Service matters. Active in route planning, advertising, and promotion for Gulfstream's extensive Florida route networkas well.Vice President of Planning, go!!Oirectorof Planning, Mesa Air Group 8/1999-12/2007 Mesa Air Group, Phoenix, AZ • Responsible for overseeing the planning activityforall Mesa AirGroup divisions



### • including Air Midwest, Freedom, and MesaAirlines. Heavily involved in route analysis, market research, forecasting, budgeting and profitability modeling. In this capacity coordinated the scheduling ofafleetcomprised ofnearly 200 aircraftthat included over 140 regionaljets. Interacted with ourfour primarycodeshare partners, America West, Delta, United and USAirways, and forged solid and productive relationships with each. Tasked in the fall of2005with establishmentofindependent Hawaiian inter-island brand, go!. Concurrently served as the point man for route developmentat Mesa Group subsidiaryAir Midwest. Oversawexpansion of Essential Air Service contractsto a high of28 communities served in 2006. Responsible forcommunity interaction, bid preparation and DOT negotiations. In February 2007 resigned Director's position to move hometo Owensboro, KY and worked asfull time planning consultantto Mesa forthe remainderofthe year. Vice President of Marketing and Planning 8/1997 - 8/1999 CCAIR Inc., dba USAirways Express, Charlotte, NC Charged with the oversightofthe airline's marketing, public relations, advertising, sales, planning, pricing, revenue management, and scheduling functions. Migrated CCAIR from the Micro Optixto PROS based revenue enhancementsystem. Revamped the company's local pricing structure to strengthen local traffic. Directed the company's CustomerService Departmentoverseeing 15outstations as well at the Charlotte Hub operation accounting forover 175 employees. Played an instrumental part in the company's operational and financial turnaround culminating in its sale to MesaAirGroup in June 1999. Vice President of Marketing 2/1995-7/1997 Chautauqua Airlines Inc., dba USAirways Express, Indianapolis, IN • Oversawthe company's marketing, public relations, advertising and sales



### • functions. Responsibilities included the creation ofthe airlines' monthlyflight schedule, manipulation and pricing orthe seat inventory, and directsupervision of the inside and outside sales activity. Migrated the companyfrom a Micro Optix based revenue enhancementsystem to US Airways' in-house Excaliburproduct. Initiated atelephone and fax based marketing program. Acted as community affairs coordinatorwith a heavy emphasis on public speaking and press interaction. Was a contributorto the company's newsletterand employee training program. Director ofAirline Planning 6/1989-2/1995 Jetstream International Airlines Inc., dba US Air Express, Dayton, OH Initially hired as DirectorofSystems Control. Responsibleforthe developing a staffof 14 licensed dispatchers and 6crewschedulersto FAR part 121 standards. Primarily responsible forthe operational oversightofthe company's fleet on aday-today basis. Also responsible forthe creation and distribution ofcrewschedules forall flight crewmembers. Heavily involved in crewasset planning and logistics. Worked with the Presidentand the ManagerofSystem Scheduling to develop and optimize the company's monthlyflight schedule. In Octoberof 1994 promoted to the position ofDirectorofAirline Planning. In that position Iwas involved in orchestrating the company'stransition from FAR 135to FAR 121 Also served as the project manager forthe fleet integration ofthe Dornier32RPresident 6/1989-7/1977 Air Kentucky Airlines Inc., dba US Air Express, Indianapolis, IN • Originally employed as aCustomerService/Reservations agent Learned various aspects ofthe airline's computer reservation system, ticketing, customer relations, and ramp service. In September 1979 promoted to the position ofStation Managerin Nashville, TN. Iwas responsible forall aspects ofstation operation and setup. Laterthatsame year Iwas promoted again to the position ofManagerof Flight Control. In that capacity Iwas charged with the day-to-day oversight ofthe company's fleet Iwas responsible foraircraft routing, fuel planning, delays, cancellations, and customeraccommodation. In Octoberof 1981 Iwas promoted to the position of Flight Coordinator. While continuing to oversee flight control, Iwas given the additional responsibility ofcreating the airline's flight and crew schedules. In Octoberof 1983 Iwas promoted to the position of DirectorofMarketing and Planning. Iwas made responsible forthe developmentofthe airlines' flight schedule and given oversightforairline pricing, revenue enhancementand market research. In July of 1987 Iwas promoted to the position ofVice Presidentof Marketing and Planning and given oversight ofall company marketing, pricing, revenue enhancement, route scheduling, planning and logistical functions. In March of 1988 I was promoted to the position of Executive Vice Presidentto act as second in command to the President. Finally, in February 1989 Iassumed the position of President in the midstofa hostile corporate takeover. Icontinued in that capacity until the company's shutdown in May of 1989. Despite declining conditions, managing to post a profit in the last month ofoperation, the first such profit in 18 months. 

### Education 5/1977 KentuckyWesleyan College, Owensboro, Kentucky • Some College Coursework Completed • One semesterofbasic coursework 12/1976 Western Kentucky University, Bowling Green, Kentucky • Some College Coursework Completed • first semester- basiccoursework Skills

MicrosoftOffice, ATPCO E-Connect Pricing Software, Bornemann Crewplan, Oasis scheduling software, PC AirFiite, Sabre Reservation System, Shares Reservation System, USAirways MEARS Flight Dispatch Software.

# ADI EXHIBIT 7**J~m** 28 1503:42p ijetCharters 8173687773

AERODYNAMICS •OOT FITNESS EVALUATION KEY PERSONNELQUESTIONNAIRE p.1

,'Jote: This questionnaire pertaining to Aerodynamics Incorporated ("Aerodynamics'' or the 'Company") will be used foraircarrierfitness submissions to the U.S. Department ofTransportation under 14 C.F.R. § 204.3. Please answer all questions fully and completely, and sign and date the questionnaire. Where more detailed responses are required or requested, please use the attached 'Detailed Response" sheet. Please indicate ifyou desire for any part ofyour response to be kept confidential.

1. Your name and residence address:



# ~<~t"'\f')Q..'t

# h ::)' 

# 5 \-\} 1\

# ~~ .2_3 I 

## I 

# H0-v
..'

# fhor h..t_, 

# A \Jt



# tol~~./~\k, -r'i,



# ~f.tuqz_

2. Anticipated titleorposition withthe Company: 

# l3o()
..N'd

3. Current position, business address, and telephone number (ifyou currently serve in this positionwith Aerodynamics, state how long you have held the position).



# N/Ajan281503:42p ijelChariers 8173687773 p.2

4. Numberand type ofshares ofCompany stock owned orto be acquire<!, ifany: 1\..1

# iA

___shares

5. Are you acitizen ofthe United States? Yes No___ _ Ifyou are not a U.S citizen, please indicateyour nationality and current immigration status:

6. Are you related by blood or marriage to any other person holding a substantial interest (definedas the beneficial control of 10% ormore ofthe outstanding voting stocK} in the Company? Yes No If"Yes·, pleaseindicatethe relationship:Jan 28150342p ijetCharters 8173687773 p,3
7. Are you or haveyou been an officer, director, ormajor shareholder (10% or more of thetotal outstanding voting stock) of, ordo you have any othersignificant interest in, any other air carrier, foreign air carrier, common carrier, person substantially engaged in the business ofaeronautics, or person whose principal business is the ownership orcontrol ofanysuch transportation or aeronauticentity? Yes (Ifyour answer is "yes: please provide more information on the attached "Detailed Response" sheet.)

8. Have you held in the past any position with any U.S. or foreign air carrier or aviation-related business? Yes No___ **~** (If your answer is "yes," please provide information concerning all positions held, with dates of employment, a description of responsibllities, and any other relevant information on the attached "Detailed Response" sheet,2!: attach a copyofa recent resumetothisquestionnaire.) ( 

## cSurn
9. Are you or any company in which you have a substantial interest (defined as the beneficialcontrolof 10% 

### ormore ofthe outstanding voting stock)the subject ofany pending legal action oroutstandingjudgment involvinga claim in excess of$5,000? Yes No (If your answer is "yes," please provide the date and amount of each claim or judgment and the name of each claimant or judgment creditor on the attached "Detailed Response" sheet.}



### .1!1.

**~~ou** or

## anv company in which you hayea subsiantial interestthe subjectofany

**~nding l~gal**  action oroutstanding.i1l2gment involving a cl,aim oflessthan $5.0007 Yes (Ifyouransweris "yes: please supplythe total numberand aggregate amount ofall claims and/orjudgmentsoutstanding on theattached "Detailed Response• sheet.)Jen28 15'04:27p ijelCharters 8173687773 p.1


### 11... Are you or any comganY. in which you have a substantial interest the subject ofa P-ending investigation. formal complaint. or enforcement action bv the U.S.

**~artment** of Transportation or the Federal Aviation Administration regarding compliance with Subtitle VII ofTitle 49 ofthe United States Code (the"Statute"}.._Q( eoY order. rule
..L!i9ulation. orother res:Juirement issued P-Ursuantto theStatute? 

### Yes__ _ No 

# ·x (lf_your answer is "y§.§.," describeeach complaint orenforcement action and indicate the current stajys or final diSP-OSition of each maHer on the attached "Detailed ResQonse" sheet.)



### 1-'.. Have Y.OU or any comQ2.(1Y. in whicb you have a substantial interest been charged with an'L unfair. deceptive. or anticompetitive business practices. or of 

### any fraud, felOn):, or antitrustviolation during.J!:l§_pastten (10) years? 

### Yes (If your answer is •yes," please describe, and indicate the disposition or current status ofeach proceeding on theaHached •Detailed Response" sheet.)

13. Have you or any company in which you havea substantial interest been involved in any aircraft accident or incident during the past year, or in any aircraft accident or incident at any time in the pastthat remains the subject ofan open investigation by the FederalAviatfonAdministration. the National Transportation Safety Board, or the Company? 

### Yes No (Ifyour answer is "yes," please provide the date, location, and other details of the accident/incident including the status ofany pending investigations on the attached "Detailed Response•sheet.)



# /-2f'-!5

## Summary 

# Jim Swieter 23 11 Hawthorne Ave Colleyville, Texas 76034 (817) 368-7773 j

## im@genxrewards.com

Founderand CEOof!jetCharters, TrendrightTravel, and GenX Rewards, & GenX Real Estate, Jim is regarded by many industry leaders as one ofthe most dynamic entrepreneurs in the Aviation, Travel, and Relationship Marketing/Rewards space. With overthree decades ofaviation, travel, and marketing experience, Swieteris keen to engage many corporate players and help them realize theirbusiness strategiesthrough meaningful andmotivational rewards andworld-class service, and ultimately achieve a common goal ofdeliveringthe mostmemorablerewards and travel experience. 

## Experience Founder& CEO at GenX Real Estate September2013

- Present Leader in real estate intelligence specializing in the Bahamas andCaribbean. Ourbuyerfocused strategy digs deeply into the attitudes and needs oftightly defined consumers. Founder& CEO atGenX Rewards 2012

- Present Relationship marketing andrewards fulfillment agency, providingtravel rewardsto Fortune 500 companies, helpingthem realize theirbusiness strategies through effective andcompellingrewards and efficient fulfillment services Founder& CEO atTrendRightTravel 20II

- Present A Full-service Travel Agencywith global air, hotel, and cruise booking expertise and capabilities, with main focus on servicingNCAA teams, Fortune 500 employees and customers, and wedding planners. Founder& CEOat iJet Charters 20I0

- Present Aircraft charters provider servicingNCAA President & Ownerat Platinum Air 2003-2010 Aircraft charters provider servicingNCAA and casinosPresident& Managing Partnerat Patriot Airways 

### 2001 -2003 Aircraftcharters provider servicingmajorcasinos, resorts, andtourcompanies in the Caribbean President at Picus International 

### 1995-2001 Worldwidejetfuel company servicing majorairlines and corporatejets President & Managing Partnerat AmeristarFuels Corp 

### 1989- 1995 Worldwidejetfuel company servicingmajor airlines and corporatejets Operations Managerat BraniffAirlines/DalfortCorp 

### 1980- 1989 

## Projects PapaJohns Caribbean Combo Fusion marketing between Papa Johns and Caribbean Resorts 

## Skills & 

## Expertise Loyalty Marketing Travel Marketing Rewards Programs Aviation CustomerEngagement Business Development Integrated Marketing B2B Marketing Mentoring Marketing Strategy B2C Marketing Hotels Management Strategic Partnerships International Real Estate International Strategy International Marketing B2C marketing International Business Marketing Social MediaMarketing Leadership

# ADI EXHIBIT 8AERODYNAMICS- DOT FITNESS EVALUATION KEY PERSONNEL QUESTIONNAIRE
Note: This questionnaire pertaining to Aerodynamics Incorporated ("Aerodynamics" or the "Company'') will be usedforaircarrierfitness submissions to the U.S. Department of Transportation under 14 C.F.R. § 204.3. Please answerall questions fully and completely, and sign and date the questionnaire. Where more detailed responses are required orrequested, please use the attached "Detailed Response"sheet. Please indicate ifyou desire for anypart ofyour response to be kept confidential. 1. Your name and residence address: Donald Greeson 3300 N. Palm Aire Dr., #503 Pompano Beach, FL 33069

2. Anticipated title or position with the Company: Possible Board Member

3. Current position, business address, and telephone number (if you currently serve in this position with Aerodynamics, state how long you have held the position). Director-Market Development, Executive Director vonJetAviation Partners, Inc. Capitallnterfunding, Inc. Miami, FL 33145 305.461.5822

4. Numberand type ofshares ofCompany stock owned orto be acquired, ifany: 

# _o __shares

\'DC. 038245/000001. 3200788 vi5. Are you a citizen ofthe United States? Yes X No
__ _ Ifyou are not a U.S. citizen, please indicate your nationality and current immigration status:

6. Are you related by blood or marriage to any other person holding a substantial interest (defined as the beneficial control of 10% ormore ofthe outstanding voting stock) in the Company? Yes
__ _ No_x
__ If"Yes", please indicate the relationship:

7. Are you or have you been an officer, director, or major shareholder (10% or more of the total outstanding voting stock) of, or do you have any other significant interestin, anyotheraircarrier, foreign aircarrier, common carrier, person substantially engaged in the business of aeronautics, or person whose principal business is the ownership or control of any such transportation oraeronautic entity? Yes X No
__ _ (If your answer is "yes," please provide more information on the attached "Detailed Response" sheet.)

8. Have you held in the past any position with any U.S. or foreign air carrier or aviation-related business? Yes X No
__ _ (If your answer is "yes," please provide information concerning all positions held, with dates of employment, a description of responsibilities, and any other relevant information on the attached "Detailed Response" sheet, or attach a copy ofa recent resume to this questionnaire.)

\\DC 038245/00000!. 3200788vi9. Are you or any company in which you have a substantial interest (definedas the beneficial control of 10% or more of the outstanding voting stock) the subject ofany pending legal action oroutstandingjudgment involving a claim in excess of$5,000? Yes
__ _ No_X
__ (If your answer is "yes," please provide the date and amount of each claim or judgment and the name of each claimant or judgment creditor on the attached "Detailed Response" sheet.)

10. Are you or any company in which you have a substantial interest the subject ofany pending legal action or outstandingjudgment involving a claim of less than $5,000? Yes
__ _ No_X
__ (Ifyour answer is "yes," please supply the total numberand aggregate amount ofall claims and/orjudgments outstanding on the attached "Detailed Response" sheet.)

11. Are you or any company in which you have a substantial interestthe subject of a pending investigation, formal complaint, or enforcement action by the U.S. Department of Transportation or the Federal Aviation Administration regarding compliance with Subtitle VII of Title 49 of the United States Code (the "Statute"), or any order, rule, regulation, or other requirement issued pursuanttothe Statute? Yes
__ _ No_X
__ (Ifyour answer is "yes," describe each complaint or enforcement action and indicate the current status or final disposition of each matter on the attached "Detailed Response" sheet.)

12. Have you or any company in which you have a substantial interest been charged with any unfair, deceptive, or anticompetitive business practices, or ofanyfraud, felony, orantitrustviolation during the pastten (10) years? Yes
__ _ No_X_ (If your answer is "yes," please describe, and indicate the disposition or current status ofeach proceeding on the attached "Detailed Response" sheet.)

\\DC- 038245/000001 -3200788 vi13. 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 any aircraftaccidentorincidentatanytime in the pastthat remains thesubjectof an open investigation by the Federal Aviation Administration, the National Transportation Safety Board, ortheCompany? Yes
__ _ No_x
__ (If your answer is "yes," please provide the date, location, and other details ofthe accident/incident including the status ofany pending investigations on the attached "Detailed Response" sheet)

January28, 2015 Signat Date DonaldA. Greeson Name (Printed)

'IOC.03&2451000001 -120078Hvl

\\DC- 038245/000001- 3200788 viAERODYNAMICS - DOT FITNESS EVALUATION KEY PERSONNEL QUESTIONNAIRE DETAILED RESPONSE
Name ofperson responding: Donald Greeson Question No. 7 Response: Aviation Associates, Inc. -one ofthree equity partners Airline Capital & Consulting Service - one offour equity partners Question No. 8 Response: Please see previously provided bio I resume for detail on positions and responsibilities. Some positions held concurrently; dates overlap. 9/64 - 6/69: Aircraft Service International Group (ASIG) I Dispatch Services 6//69-5/73: CivilAeronautics Board 4/73- 12/77: Overseas NationalAirways- entry position: ManagementTrainee. Multiple positions I responsibilities culminating as: Assistantto President 7177-9/79: NewYork Skylines I New York State 12/84-12/99:Aviation Associates, Inc. 12/05 - 2/11: Airline Capital & Consulting Service 1/08 - 12/13: lnterflight Global Corp.

\\DC- 038245/000001- 3200788 vi

# Experience Executive Director 

# Don Greeson 3300 N. Palm Aire Dr., #503 Pompano Beach, FL 33069 (315) 345-3576 dongresson@gmail.com



### vonJet Aviation Partners, Inc. 

### ICapital lnterfunding, Inc. ' 

### vonJet Aviation Partners enhances the value of commercial aircraft with upgrades and conversions resulting in higher economic use. This can include removal of serviceable components (such as engines) and leasing or selling them. It can also call for dismantling or modifying of airframes. A wide range of commercial aircraft are addressed
... RJs to wide bodies. We work closely with investors, clients and operators to exceed beneficial objectives of all parties involved. vonJet is focused on development of airline related business plans, a variety of complementary finance 

### I leasing arrangements, mergers, acquisitions and the development of strategic alliances. Capital lnterfunding, Inc., a sister firm, frequently develops complex structured financing solutions. vonJet has close relationships with international banks, as well as access to structured, limited or nonrecourse debt facilities and EGA backed financing. Our international aviation lawyers develop structured transactions that meet the criteria of regulatory bodies, asset equity holders, lenders and lessors of aircraft and 

### Ior components. vonJet also provides advisory services to carriers, airport entities, economic development organizations and possible investors relating to air service development, competitive analysis and identification of strategic marketing initiatives and launches.

## Senior Executive Director lnterFiight Global Corp. Aviation advisors and consultants since 1992. In addition, IFG is an aviation investment vehicle and holding company. IFG has built, acquired and managed businesses in the aviation industry. IFG has also created fully owned service companies, invested in upstart as well as assisted in the growth of operational companies and other aviation platforms. 

## Senior Partner Airline Capital & Consulting Service 1 

### Focus areas: Economic 

### & Operational Regulatory Compliance; Market Planning 

### & Development; Competitive Analysis 

### & Strategies; Strategic Alliances, Mergers 

### & Acquisitions; Fleet Planning 

### & Acquisition; Essential Air Service; Aircraft Placement 

### & Disposition 

## Chairman WorkPlace Furnishings, Inc. I I 

### WPF is composed of approximately 250 licensed commercial 

### I contract furniture locations in the U.S. and Canada. The licensee organization provides management, marketing, procurement and operational support services; and proprietary products. Managing Director Aviation Associates, Inc. Aviation Associates provided a variety of operational, regulatory and economic development advisory and consulting services to the airline and related industry support entities. 

## Multiple Positions Overseas National Airways t\l 

### The second largest Part 121 charter 

### Isupplemental carrier in the US. Operating several aircraft types in both passenger and cargo configurations: DC-8, DC-9, DC-10, L-188 Electra

## Senior Air Transport Analyst Civil Aeronautics Board The CAB was an airline industry economic regulatory agency. Served in the Bureau of Operating Rights with responsibility for recommendations of carrier selection in route 

### Icity-pair proceedings. 

## Ramp Agent 

## &Ramp Supervisor Dispatch Services 

### IAircraft Service International Firm providing ground services for multiple carriers at MIA. Full time position concurrent with attending University of Miami.

### Additional Details regardingPeriodJanuary 1978 through February 1980 for D. Greeson
Forthe period 1/78- 2/80, I was with WorkPlace Furnishings (WPF) and its predecessor company; MIV, Inc. Ilaterbecame Chairmanofthe WPF Board. For aportion ofthattime, I served as President ofNewYork Skylines (NYS)
... 1/77- 9179. 

### Fora period, the WPF and NYS associations were concurrent. NYS was an entity funded by an economic development agency pursuingthe establishmentofan intrastate airline operatingwithin NY State under the sameregulatorybasis as the former PSA (Calif.) and Southwest. The intentwas to operate beyondNY State upon economic deregulation.

# ADI EXHIBIT 9