### BEFORE THE

### ,.T>\1**~** --,··- ',_->_ 

### UNITED STATES DEPARTMENT OF TRANSPORTATION**~** 

### ) OFFICE OF THE SECRETARY WASHINGTON, D.C.

Application of BOUTIQUE AIR, INC. for authority to conduct scheduled passenger operations as a commuter air carrier under 49 

## u.s.c. § 41738

# AS~------ 

# z a12.-

# o'o 8' DOCKET 

### t/

APPLICATION OF BOUTIQUE AIR, INC. FOR COMMUTER AIR CARRIER AUTHORITY**-------~----~** 

### Communications with respect to this document should be sent to: Shawn Simpson President and Chief Executive Officer BOUTIQUE AIR, INC. 340 Pine St. Suite 503 San Francisco, California 94104 Telephone: (415)449-0505 Fax: (415)738-7671 Email: dot@boutiqueair.com 

### Dated: July 2, 2012
NOTICE: Answers to this application must be filed and served on all persons served with this application by---------------·

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

Application of BOUTIQUE AIR, INC. for authority to conduct scheduled passenger operations as a commuter air carrier under 49 U.S.C. 

### § 41738

APPLICATION OF BOUTIQUE AIR, INC. DOCKET



### FOR COMMUTER AIR CARRIER AUTHORITY Boutique Air, Inc. hereby applies for authority to operate scheduled passenger service as a commuter air carrier under Section 41738 ofTitle 49 of the United States Code ("the Statute"). In support ofthis application, Boutique Airsubmits the following: 1. Boutique Air is a corporation organized and existing underthe laws of the State ofCalifornia. Its principal office is located at 340 Pine St. Suite 503, San Francisco, California 94104. Boutique Air's telephone number is ( 415)449- 0505, and facsimile number is (415)738-7671. The company can be contacted by email, to the attention ofShawn C. Simpson, President and Chief Executive Officer at: dot@boutiqueair.com.

22. Boutique Air is a citizen ofthe United States as defined in Section 40102 (a)(15) ofthe Statute. Boutique Air is a corporation underthe laws of California, a State ofthe United States. Its president and more than two-thirds of the board ofdirectors and other managing officers are citizens ofthe United States. Boutique Air is underthe actual control ofcitizens ofthe United States, and more than 75 percent of its voting interest is owned or controlled by persons that are citizens ofthe United States. An affidavit ofcitizenship is attached as Exhibit BA-4. 3. Boutique Air is currently registered under Part 298 ofthe Department ofTransportation's ("Department") regulations, and holds a Part 135 air carrier certificate from the Federal Aviation Administration ("FAA"). Boutique Air currently provides on-demand air service and air attack missions with the USFS and other government agencies in accordance with its Department and FAA authority. 4. Boutique Air requests authority to engage in scheduled passenger operations as a commuter air carrier. Initially, Boutique Air proposes to operate scheduled passenger service on the basis ofone round trip flight perweekday between Redding, California and Oakland, California. The aircraft to be used is a Pilatus PC-12. 5. The fitness information and documents required by Section 204.3 of the Department's Economic Regulations are provided in the exhibits to this application. The application, togetherwith evidence of insurance, is being filed today with the FAA and with each airport Boutique Air is proposing to serve.

36. The Department uses a three-part test to determine the fitness ofa company: 1) whether it is owned and controlled by a U.S. citizens; 2) whether its key personnel demonstrate managerial competence, and have sufficient business and aviation experience and background to operate an airline and particularly the kind ofoperations proposed; and 3) whetherthe company understands the cost ofstarting its operations and has on-hand sufficient capital to commence such operations. 7. Based on these standards, Boutique Air's application for commuter air carrier should be granted. As indicated in the exhibits to this application, Boutique Air is fit to provide the services proposed herein. The company is owned and controlled by U.S. citizens; it has a strong team ofexperienced management personnel; and it has sufficient financial resources to provide the proposed services without posing a risk to customers. In addition, Boutique Air has a favorable compliance record and is committed to complying with all applicable laws and regulations in the conduct of its operations. In support and demonstration of its fitness to provide the proposed service, Boutique Air is attaching hereto the information and documents required by 14 C.F.R. Section 

### 204.3 8. Granting the authority requested by Boutique Air should not cause a near-term net annual change in aircraft fuel consumption of 10 million gallons or more. Thus, approval ofthis application under Part 313 ofthe Department's Procedural Regulations.

4

### WHEREFORE, Boutique Air, Inc. requests that the Department grant it commuter air carrier authority so that it may operate scheduled passenger service as a commuter air carrier airtransportation of passengers, as set forth above. Respectfully Submitted,



### Dated: July 2, 2012

5

### Boutique Air, Inc. Application for Commuter Air Carrier Authority
CERTIFICATE OF SERVICE I hereby certify that I have this date served a copy ofthe foregoing "Application of Boutique Air, Incfor CommuterAir CarrierAuthority" on the following person(s) by causing a copy to be sent by first class mail.

Mr. Gerald Griswold, Principal Operations Inspector Federal Aviation Administration Sacramento Flight Standards District Office ("FSDO") 1102 Corporate Highway Suite 200 Sacramento, California, 95831 Mr. Rod Dinger, Airports Manager City of Redding Airports Division 6751 Woodrum Circle Suite 200 Redding, California, 96002 Mr. John Albrecht, Aviation Marketing Manager Metropolitan Oakland International Airport Oakland, California 94621



### Dated: July, 2 2012

6

### Boutique Air, Inc. Application for Commuter Air Carrier Authority EXHIBIT LIST Fitness Information Required by 14 C.F.R. 204.3

................... Exhibit BA-1 Certificate ofGood Standing

................................................... Exhibit BA-2 Montreal Agreement (OST Form 4523)

.................................. Exhibit BA-3 Affidavit ofCitizenship

............................................................ Exhibit BA-4 Questionnaires of Each Key Personnel

.................................. Exhibit BA-5 Responsibilities of Key Personnel

.......................................... Exhibit BA-6 Resumes of Key Personnel

.................................................... Exhibit BA-7 Affidavit ofSafety Compliance............................................... Exhibit BA-8 Financial Statements and Forecasts Historical Financial Statements............................. Exhibit BA-9 Start-up Costs............................................................. Exhibit BA-10 Assumptions for Forecast Financial Statements........ Exhibit BA-11 Forecast Balance Sheet--First Year........................... Exhibit BA-12 Forecast Income Statement--First Year..................... Exhibit BA-13 Certification........................................................................... Exhibit BA-14 Verification ofAvailable Funds.............................................. Exhibit BA-15 Letter of Intent ForAircraft Lease Agreement

................... Exhibit BA-16

7

### Exhibit BA-1 Fitness Information Required by 14 C.F.R. 

## § 204.3

### Fitness Information Required by 14 C.F.R. 

## § 204.3

(a) The name, address, and telephone numberofthe applicant. Boutique Air, Inc. 340 Pine St. Suite 503 San Francisco, California 94104 Telephone: 415-449-0505 Facsimile: 415-738-7671 (b) The form ofthe applicant's organization. Boutique Air, Inc. is a corporation.
(c) The State law(s) underwhich the applicantis organized. BA-1 Page 2 of8

Boutique Air, Inc. was formed underthe laws ofthe State ofCalifornia on June 1st, 2007. (d) Certificate ofgoodstanding from the Office ofthe SecretaryofState in which the applicant was formed. A certificate ofgood standing from the State ofCalifornia Secretary of State is provided as Exhibit BA-2. (e) AffidavitofU.S. citizenship. Boutique Air, Inc. is a U.S. citizen and an affidavit of its citizenship is provided as Exhibit BA-4.(f) Applicant's keypersonnel. Shawn Simpson--President and CEO Clare B Farnsworth--Director ofOperations Jack Coberly--Chief Pilot Steve Hoppes--Director of Maintenance BA-1 Page 3 of8

None ofthese individuals hold stock in Boutique Air, Inc. nordo any of them hold stock in, orexercise control over, any carrier, common carrier, or person substantially engaged in the business ofaeronautics, with the exception ofSteve Hoppes who owns exactly 10% of Redding Aero Enterprises, a Part 135 air carrier. Redding Aero Enterprises is not engaged in scheduled passenger operations.
All ofthe key personnel of Boutique Air are citizens ofthe United States. Exhibit BA-5 includes the questionnaires completed by each ofthese key personnel and their resume and work history are provided in Exhibit BA-7. The duties and responsibilities ofeach position are described in Exhibit BA-6. (g) Persons having

### a substantialinterestin the applicant. Boutique Air, Inc. is wholly owned by Open Trip, Inc. Open Trip, Inc. is a Delaware corporation and is located at 340 Pine St. Suite 503, San Francisco, California 94104. Shawn Simpson, a U.S. citizen, is the only person holding an interest greaterthan 10% in Open Trip, Inc. Open Trip, Inc. and Boutique Air, Inc. are all citizens ofthe United States within the meaning of49 USC 40102(a)(15). (h) Information regarding applicant's subsidiaries. Boutique Air, Inc. does not have any subsidiaries.BA-1 Page 4 of8


### (i) Applicant's stockin, orcontrolof, anycarrier, foreign aircarrier, common carrier, orperson substantiallyengagedin the business ofaeronautics. 

### Boutique Air, Inc. does not own stock in, or exercise control over any air carrier, foreign air carrier, common carrier, or person substantially engaged in the business ofaeronautics. 

### OJ Relevant 1OKAnnualReports and 1OQ QuarterlyReports filed with the Securities andExchange Commission. 

### Boutique Airdoes notfile, and is not required to file reports with the SEC.
(k) Historicalbalance sheets andincome statements. 

### Please see Exhibit BA-9. (I) Actions andoutstandingjudgments formore than $5,000. 

### There are no actions or outstanding judgments for more than $5,000 against Boutique Air's parent Open Trip, Inc. or key personnel employed by Boutique Air, Inc. (m) Actions andoutstandingjudgments ofless than $5,000. 

### There are no actions or outstandingjudgments for less than $5,000 against Boutique Air, Inc.'s parent Open Trip, Inc. orthe key personnel employed by Boutique Air, Inc. (n) Applicant's fleetplans 

### Boutique Air, Inc. plans to operate a Pilatus, PC-12 aircraft with a seating configuration of 1 +9.BA-1 Page 5 of8 

### The aircraft will be leased from Targaryen, LLC. and a copy ofthe Letter of Intent is provided in Exhibit BA-16. (o) Pending investigation, enforcementactions, andformal complaints filedby the Department, including the FAA. 

### There are no pending investigations, enforcement actions, orformal complaints filed by the Department, including the FAA, involving Boutique Air, Inc. its parent Open Trip, Inc. orany personnel employed (orto be employed) by Boutique Air, Inc. regarding compliance with 49 U.S.C. Chapters 401-465 orany related orders, rules, regulations, or requirements. (p) Charges ofunfairordeceptive oranticompetitive businesspractices, orof fraud, felony orantitrust violation, in the past 10years. 

### There are no charges of unfair ordeceptive oranticompetitive business practices, oroffraud, felony orantitrust violation, that have been brought against Boutique Air, Inc. or its parent Open Trip, Inc. in the past 10 years. (q) Aircraftaccidents andincidents. 

### Boutique Air, Inc. and each ofthe key personnel ofthe company have not been involved in anyaccidents or incidents which have occurred within the past year or that remain under investigation by the FAA, National Transportation Safety Board, or Boutique Air, Inc. (r) A briefnarrative historyofthe applicant. 

### Boutique Air, Inc. is a Department OfTransportation approved Basic Part 135 operation, Air Carrier Certificate number2B5A106N. Boutique Air, Inc. has been in operation since May 15, 2007. The company was originally called Shasta Flyers Aviation, Inc. It was founded and wholly owned by Clare B Farnsworth and his wife Janice Farnsworth. Mr. Farnsworth served as Director of Operations and Chief Pilot, and Steve Hoppes became the Director of Maintenance. The scopeBA-1 Page 6 of8 

### of the operations include on-demand charter, pilot training and air attack and aerial patrol services for government sectors such as the US Forest Service, Bureau of Land Management, California Department of Forestry and Fire Protection. The primary aircraft used for these operations is a Cessna SkymasterT337D. On September 20th of 2011, Shasta Flyers Aviation, Inc. was purchased by a travel technology company called Open Trip, Inc. and subsequently changed Shasta Flyers Aviation, Inc.'s name to "Boutique Air, Inc.". The Air Carrier Certificate number changed from the former 2CFA796L to the current 2B5A106N. Original management personnel remain in place with two additions: Shawn Simpson is the President and CEO, and Jack Coberly now serves as Chief Pilot. Clare Farnsworth remains as the DirectorofOperations and Steve Hoppes as Director of Maintenance. 1 

### Prior to the purchase of Shasta Flyers Aviation, Inc. Shawn Simpson researched the viability of launching an air service in Northern California. His specific focus being scheduled service between two markets in Northern California: Redding (ROD) and Oakland (OAK). After two years of passenger demand studies and developing travel technology for booking and distribution, Open Trip, Inc. acquired Shasta Flyers Aviation, Inc. Today the company is in a growth stage, adding a Pilatus PC-12 aircraft for passenger transportation operations. The Boutique Air team has met with ROD and OAK airport officials who have shared both their support and resources. The next phase in operations is to obtain Economic Authority from the Office of the Secretary of Transportation. As a Commuter Air Carrier, Boutique Air, Inc. will have the ability to serve the traveling public by offering the most flexible schedule for passengers.

1 Steve Hoppes is a Partner and Director of Maintenance for Redding Aero Enterprises (Redding Jet Center) a Part 145 maintenance facility located at Redding Municipal Airport (ROD). Steve directs all scheduled and unscheduled maintenance for Boutique Air, Inc. Since Boutique Air, Inc. has a relatively small fleet size, Steve is able to allocate his full guidance and resources of the Redding Jet Centertowards the Boutique Airfleet. He is on call 24 hours a day 7 days a week.BA-1 Page 7 of8 

### (s) Authority under which the applicant has conducted or is conducting transportation operations, and the identity ofthe local FAA office andpersonnel responsible forprocessing an application foranyadditionalFAA authorityneeded to conduct the proposedoperations. Boutique Air, Inc. currently operates its on-demand charter services pursuant to the Department's exemption in Part 298 of the Department's rules and pursuant to its FAA Air Carrier Certificate 2B5A106N (Part 135). This FAA certificate is under the supervision of the Sacramento Flight Standards District Office ("FSDO"); 1102 Corporate Way, Suite 200, Sacramento, California 95831. Mr. Gregory 

### L. Michael is the Manager of the Sacramento FSDO. His telephone number is (916)422-0272 ext. 200. Mr. Gerald C. Griswold is the principal operations inspector assigned to Boutique Air, Inc. His telephone number is (916)422-0272 ext. 250. Brian L. Allen is the principal maintenance inspector assigned to Boutique Air Inc. His telephone is (916)422-0272 ext. 263. Each of these FAA officials works atthe Sacramento FSDO. 

### (t) A briefdescription ofthe service to be operated, ifthe applicantis granted. Subject to Boutique Air, Inc. being found fit by United States Department ofTransportation (USDOT), Boutique Air, Inc. plans to offer one round trip every weekday between Redding Municipal Airport (ROD) and Oakland International Airport (OAK) using 9 passengerturbine aircraft. Boutique Air, Inc. plans to lease the nine plus pilot seat PC-12 aircraft from aircraft leasing company Targaryen, LLC. The Letterof Intent is attached as Exhibit BA-16. Boutique Air, Inc. is located in Redding, California. The proposed service is supported and welcome by both ROD and OAK airport management teams. Boutique Air, Inc. will provide a reliable and safe service to the local communities near ROD and OAK. Demand analysis clearly shows a need for service between these two destinations. Currently, air service to and from Redding is limited and OAK is a connecting airport to many other destinations.BA-1 Page 8 of8 As business conditions allow, Boutique Air, Inc. plans to expand operations into other markets, generally utilizing aircraft in its fleet, improving fleet utilization. To the extent the determination offitness permits, Boutique Air, Inc. may investigate other scheduled commuteroperations in the future, subject to the limitations of its FAA operating certificate. The financial forecast information can found attached to this application in Exhibit BA-10 through Exhibit BA-13. (u) A signedcounterpartof Agreement 18900 (OSTForm 4523) as requiredby Part203. A signed counterpart ofOST Form 4523 is included as Exhibit BA-3. An executed OST Form 4523 and three copies are also being filed in OST Docket 95-236 today. (v) A certification ofthe truthfulness ofthe submission. An executed Certification ofTruthfulness is included as Exhibit BA-14

### Exhibit BA-2 Certificate of Good Standing

### ENTITY NAME: 

# State of California Secretary of State CERTIFICATE OF STATUS

BOUTIQUE AIR, INC.



### FILE NUMBER: FORMATION DATE; TYPE! 

### JURISDICTION: STATUS: C3000770 

### 05/16/2007 DOMESTIC CORPORATION CALIFORNIA ACTIVE (GOOD**ST~ING)**



### I, DEBRA BOWEN, 

### secretary of State of the State of California, hereby certify: The records of this office indicate the entity 

## is authorized to exercise all of its powers, rights and privileges in the State of California. No information is available from this office regarding the financial condition, business activities or ·practices of the entity.

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of June 12, 2012.

NP·25 (REV 1/2(}()7) 

### DEBRABOWEN 

### Se<:retaryof

### State



### RKS

### Exhibit BA-3 Montreal Agreement (OST Form 4523)U.S. Department ofTransportation Office ofthe Secretary ofTransportation 

### AGREEMENT
The undersigned carriers (hereinafter referred to as "the Carriers") herebyagree as follows: Docket OST 95-236

1. Each ofthe Carriers shall, effective May 16, 1966, include the following in its conditions ofcarriage, including tariffs embodying conditions ofcarriage filed by it with any government: "The Carrier shall avail itselfofthe limitation ofliability provided in the Convention for the Unification ofCertain Rules Relating to International Carriage byAir signed at Warsaw October 12th, 1929, or provided in the said Convention as amended by the Protocol signed at The Hague September 28th, 1955. However, in accordance with Article 22(1) ofsaid Convention, or said Convention as amended by said Protocol, the Carrier agrees that, as to all international transportation bythe Carrier as defined in the said Convention or said Convention as amended by said Protocol, which, according to the contract ofCarriage, includes a point in the United States ofAmerica as a point oforigin, point ofdestination, or agreed stopping place (1) The limit ofliabilityfor each passenger for death, wounding, orother bodily injury shall be the sum of US $75,000 inclusive of legal fees and costs, exceptthat, in case ofa claim brought in a State where provision is made for separate award oflegal 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 ofthe death, wounding, orother bodily injury ofa passenger, avail itselfofany defense underArticle 20(1) ofsaid Convention or said Convention as amended by said Protocol. Nothing herein shall be deemed to affect the rights and liabilities ofthe Carrierwith regard to any claim brought by, on behalf of, or in respect ofany person who has willfully caused damagewhich resulted in death, wounding, orother bodily injury ofa passenger." 2. Each Carrier shall, at the time ofdelivery ofthe ticket, furnish to each passengerwhose transportation is governed bythe Convention, orthe Convention as amended by the Hague Protocol, and by the special contract described in paragraph 1, the following notice, which shall be printed in type at least as large as 10 point modern type and in ink contrasting with the stock on (i) each ticket; (ii) a piece ofpaper either placed in the ticket envelope with the ticket or attached tothe ticket; or (iii) on the ticket envelope: "ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY Passengers on ajourney involving an ultimate destination or a stop in a country otherthan the country oforigin are advised that the provisions ofa treaty known as the Warsaw Convention may be applicable to the entirejourney, including any portion entirely within the country oforigin or destination. For such passengers on ajourneyto, from, orwith an agreed stopping place in the United States ofAmerica, the Convention and special contracts ofcarriage embodied in applicable tariffs provide thatthe liability of [certain ]* [(name ofcarrier) and certain other) carriers parties to such special contracts for death ofor personal injuryto passengers is limited in most cases to proven damages notto exceed US $75,000 per passenger, and thatthis liability up to such limit shall not depend on negligence on the part ofthe carrier. For such passengers traveling by a carrier not a partyto such special contracts or on ajourney not to, from, or having an agreed stopping place in the United States ofAmerica, liability ofthe carrier for death or personal injuryto passengers is limited in most cases to approximately US $10,000 or US $20,000. The names ofCarriers parties to such special contracts are available at all ticket offices ofsuch carriers and may be examined on request. Additional protection can usually be obtained by purchasing insurance from a private company. Such insurance is not affected by any limitation ofthe carrier's liability underthe Warsaw Convention or such special contracts ofcarriage. Forfurther information please consult your airline or insurance company representative." 3. [This Agreement was filed with the Civil Aeronautics Board ofthe United States. The Board approved it by Order E-23680, adopted May 13, 1966. The Agreement (Agreement 18900) became effective May 16, 1966. On January 1, 1985, this Agreement became the responsibility ofthe Department ofTransportation (DOT) by operation oflaw.) 4. This Agreement may be signed in any number ofcounterparts, all ofwhich shall constitute one Agreement. Any Carrier may become a party to this Agreement by signing a counterpart hereofand depositing it with DOT. 5. Any Carrier party hereto maywithdraw from this Agreement by giving twelve ) months' and the other Carriers parties to the Agreement. *Either alternative may be used.

OST Form 4523 (Formerly CAB Form 263) (Printed Name and Title) --""-'->.:..:lO=.J'-L--'CJ..=>-:...r:...i

## ..........,~F~-LL---'~'-'t:..:.**~.:.!.f'<.UJ.J..Y~--~~** (Name and Address ofCarrier)

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## 3'{0 Pi"f

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### Exhibit BA-4 Affidavit of Citizenship

### Exhibit BA-4 Page 1of 1 AFFIDAVIT OF CITIZENSHIP STATE OF CALIFORNIA COUNTY OF SHASTA Shawn C. Simpson,being dulyfirst sworn, deposes and says: 1. That he duly elected, qualified,and seNing as Presidentand Chief Executive OfficerofBoutiqueAir, Inc

.and that he is authorized to and does make this affidavitfor it. 2

. That BoutiqueAir, Inc. is a citizen ofthe United States within the meaning of49 U.S.C. 

### § 40102(a)(15)

. a. Boutique Air, Inc

.is a corporation organized underthe laws ofthe State ofCalifornia. b. All ofthe officers of Boutique Air, Inc

.are citizens ofthe United States

. c. All ofthe voting interests in BoutiqueAir, Inc. are owned and controlled by Open Trip, Inc. ,which also qualifies as a citizen ofthe United States within the meaning of49 U

.S.C

.

### § 40102(a)(15).

My Commision Expires: 

# f2..

# -1-2,0lb Shawn C. s ·mpson President and Chief Executive Officer BoutiqueAir, Inc.

### Exhibit BA-5 Questionnaire of Each Key Personnel

### QUESTIONNAIRE 

### Exhibit BA-5 Page 2 of5 Simpson FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC. Boutique Air, Inc. is preparing to submit certain information to the U.S. Department ofTransportation as part ofa proceeding in which Boutique Air, Inc. is seeking authority to operate as a commuter carrier. It is necessaryforyou, as a current or prospective director, officer, or key managerof Boutique Air, Inc. to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation ofthe submission, and that the presentation of false or misleading answers could result in DOT taking adverse action against Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly appreciated.

1. Please state yourfull name, home address, and business address. Shawn Christopher Simpson Home: 584 Market St. Suite 8843 San Francisco, California 94104 Office: 340 Pine St. Suite 503 San Francisco, California 94104 2. Please identify your country ofcitizenship. United States 3. Please identify the position(s) that you will hold at Boutique Air, Inc. including any position as a director, officer, orsenior manager. I serve as the President and Chief Executive Officerof Boutique Air, Inc. 4. Please provide a copy ofyour resume. (Please disregard this item ifyou have already provided a copy ofyour resume.)Attached in Exhibit BA-7. 

### Exhibit BA-5 Page 3 of5 Simpson

5. Please identify any shares ofstock in Boutique Air, Inc. that you hold for your own account orfor another's account. Ifyou are holding shares of Boutique Air, Inc. stock for another's account, please identify the name and citizenship ofthat individual or business. I hold no stock in Boutique Air, Inc. 6. Please describe any directorship, officership, shares ofstock (but only if it equals 10% or more ofthe total voting stock outstanding), orother interestthat you hold in any ofthe following: (a) a domestic air carrier None (b) a foreign air carrier None (c) a common carrier None (d) a company substantially engaged in the business ofaeronautics; or None (e) a company whose principal business (in purpose orfact) is the holding of stock in, or control of, and domestic air carrier, foreign air carrier, common carrier, orcompany substantially engaged in the business ofaeronautics. None

### Exhibit BA-5 Page 4 of5 Simpson

7. Ifyou are related by blood or marriage to any director, officer, orother person holding a substantial interest in Boutique Air, Inc. please state that relationship. NotApplicable 8. Please list all actions and outstandingjudgments for more than $5,000 against you, including the amount ofeach judgment, the party to whom it is payable, and how long it has been outstanding. Not Applicable 9. Please list all actions and outstandingjudgment ofless than $5,000 against you, including the amount ofeach judgment. NotApplicable 10. Please describe all pending investigations, enforcement actions, and formal complaints filed by DOT, including the Federal Aviation Administration, involving you regarding compliance with the federal aviation statutes ororders, rules, regulations, or requirements issued pursuant to the statutes, including information on any corrective actions taken. NotApplicable 11. Please describe all charges of unfair ordeceptive oranticompetitive business practices, or offraud, felony, orantitrustviolation, brought against you in the past 10 years, including information on the disposition orcurrent status ofeach such proceeding. NotApplicable

### Exhibit BA-5 Page 5 of5 Simpson 12. Please describe any aircraft accidents or incidents (as defined in the National Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you, which occurred either: (a) during the last 12 months, or (b) at anytime in the past if it remains under investigation by the FAA, the NTSB, or by the company forwhich you worked. Your description should include the following information regarding each accident and incident: (a) the date ofthe occurrence; (b) the type offlight; (c) the numberof passengers and crew on board and an enumeration of any injuries orfatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file numbers and the status of the investigations, including any enforcement actions initiated against you orthe company forwhich you worked; and 

### (f) positive actions taken to prevent recurrence. NotApplicable

I hereby certify that I have answered this questionnaire truthfully and to the best of my knowledge and belief.

Name: Shawn Simpson Date: 6/12/2012

### QUESTIONNAIRE FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC. Exhibit BA-5 Page 1of4 Farnsworth

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department ofTransportation as part ofa proceeding in which Boutique Air is seeking authorityto operate as a commuter carrier. It is necessaryfor you, as a current or prospective director, officer, or key manager of Boutique Air, to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation ofthe submission, and thatthe presentation offalse or misleading answers could result in DOT taking adverse action against BoutiqueAir. Accordingly, your utmost candor and thoroughness are greatly appreciated. 1. Please state yourfull name, home address, and business address. Clare Blaine Farnsworth Home: 1686 Marigold Way Redding, California 96003 Office: 340 Pine St. Suite 503 San Francisco, California 94104 2. Please identify your country ofcitizenship. United States 3. Please Identifythe position(s) that you will hold at Boutique Air, including any position
as a director, officer, orsenior manager. I serve as the Director ofOperations of Boutique Air, Inc.

### Exhibit BA-5 Page 2 of4 Farnsworth 4. Please provide a copy ofyour resume. (Please disregard this item ifyou have already provided a copy ofyour resume.) Attached 5. Please identify any shares ofstock in Boutique Airthat you hold foryour own account
orfor another's account. Ifyou are holding shares of Boutique Air stock for another's account, please identify the name and citizenship ofthat individual or business. I hold no stock in Boutique Air, Inc. 6. Please describe any directorship, officership, shares ofstock (but only if it equals 10% or more ofthe total voting stock outstanding), or other interestthat you hold in any ofthe following: (a) a domestic air carrier None (b) aforeign air carrier None (c) a common carrier None (d) a company substantially engaged in the business ofaeronautics; or None (e) a companywhose principal business (in purpose orfact) is the holding ofstock in, or control of, and domestic air carrier, foreign air carrier, common carrier, or company substantially engaged in the business ofaeronautics. None

### Exhibit BA-5 Page 3 of4 Farnsworth 7. Ifyou are related by blood or marriage to any director, officer, or other person holding
a substantial interest in Boutique Air, please state that relationship. NotApplicable 8. Please list all actions and outstanding judgments for more than $5,000 againstyou, including the amount ofeach judgment, the party to whom it is payable, and how long it has been outstanding. NotApplicable 9. Please list all actions and outstanding judgment of less than $5,000 against you, including the amount ofeach judgment. NotApplicable 10. Please describe all pending investigations, enforcement actions, and formal complaints filed by DOT, including the Federal Aviation Administration, involving you regarding compliance with the federal aviation statutes or orders, rules, regulations, or requirements issued pursuanttothe statutes, including information on any corrective actions taken. NotApplicable 11. Please describe all charges of unfair or deceptive or anticompetitive business practices, oroffraud, felony, or antitrust violation, brought againstyou in the past 10 years, including information on the disposition or current status ofeach such proceeding. NotApplicable

### Exhibit BA-5 Page 4 of4 Farnsworth 12. Please describe any aircraft accidents or incidents (as defined in the National Transportation Safety Board's regulations, 49 C.F.R. Q 

### 830.2) experienced by you, which occurred either: (a) during the last 12 months, or (b) at any time in the past if it remains under investigation by the FAA, the NTSB, or by the company forwhich you worked. Your description should include the following information regarding each accident and incident: (a) the date ofthe occurrence; (b) the type offlight; (c) the numberof passengers and crew on board and an enumeration ofany injuries or fatalities; (d) a description of any damageto the aircraft; (e) the FAA and NTSB file numbers and the status of the investigations, including any enforcement actions initiated against you orthe companyforwhich you worked; and 

### (f) positive actions taken to prevent recurrence. NotApplicable

I hereby certify that I have answered this questionnaire truthfully and to the best of my knowledge and belief.
Signature

# t!/J

# ~ Name: Clare Blaine Farnsworth Date: 6/13/2012

### QUESTIONNAIRE Exhibit BA-5 Page 1 of4 Coberly 

### FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC. Boutique Air, Inc. is preparing to submit certain information to the U.S. Department ofTransportation as part ofa proceeding in which Boutique Air, Inc. is seeking authority to operate as a commuter carrier. It is necessaryfor you, as a current or prospective director, officer, or key managerof Boutique Air, Inc. to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation ofthe submission, and that the presentation of false or misleading answers could result in DOTtaking adverse action against Boutique Air, Inc. Accordingly, your utmost candor and thoroughness are greatly appreciated.
1. Please state yourfull name, home address, and business address. Jack Coberly Home: 11487 Hawley Redding, California 96002 Office: 340 Pine St. Suite 503 San Francisco, California 94104 2. Please identifyyour country ofcitizenship. United States 3. Please identify the position(s) that you will hold at Boutique Air, Inc. including any position as a director, officer, or senior manager. Iserve as the Chief Pilot of Boutique Air, Inc. 4. Please provide a copy ofyour resume. (Please disregard this item ifyou have already provided a copy ofyour resume.) Attached in Exhibit BA-7Exhibit BA-5 Page 2 of4 Coberly 5. Please identify any shares ofstock in Boutique Air, Inc. that you hold foryour own account orfor another's account. Ifyou are holding shares of Boutique Air, Inc. stock for another's account, please identifythe name and citizenship ofthat individual or business. I hold no stock in Boutique Air, Inc. 6. Please describe any directorship, officership, shares ofstock (but only if it equals 10% or more ofthe total voting stock outstanding), orother interest that you hold in any ofthe following: (a) a domestic air carrier None (b) a foreign air carrier None (c) a common carrier None (d) a company substantially engaged in the business ofaeronautics; or None (e) a company whose principal business (in purpose orfact) is the holding of stock in, orcontrol of, and domestic air carrier, foreign air carrier, common carrier, orcompany substantially engaged in the business ofaeronautics. None 7. Ifyou are related by blood or marriage to any director, officer, orother person holding a substantial interest in Boutique Air, Inc. please state that relationship. Not ApplicableExhibit BA-5 Page 3 of4 Coberly 8. Please list all actions and outstandingjudgments for more than $5,000 against you, including the amount ofeach judgment, the party to whom it is payable, and how long it has been outstanding. NotApplicable 9. Please list all actions and outstandingjudgment of less than $5,000 against you, including the amount ofeach judgment. NotApplicable 10. Please describe all pending investigations, enforcement actions, and formal complaints filed by DOT, including the Federal Aviation Administration, involving you regarding compliance with the federal aviation statutes ororders, rules, regulations, or requirements issued pursuantto the statutes, including information on any corrective actions taken. NotApplicable 11. Please describe all charges of unfair ordeceptive or anticompetitive business practices, oroffraud, felony, or antitrust violation, brought againstyou in the past 10 years, including information on the disposition orcurrent status ofeach such proceeding. NotApplicable 12. Please describe any aircraft accidents or incidents (as defined in the National Transportation Safety Board's regulations, 49 C.F.R. Q 830.2) experienced by you, which occurred either: (a) during the last 12 months, or (b) at anytime in the past if it remains under investigation by the FAA, the NTSB, or by the company forwhich you worked. Your description should include the following information

### Exhibit BA-5 Page 3 of4 Coberly 8. Please list all actions and outstanding judgments for more than $5,000 against you, including the amount ofeach judgment, the partyto whom it is payable, and how long it has been outstanding. NotApplicable 9. Please list all actions and outstanding judgment of less than $5,000 against you, including the amount ofeach judgment. NotApplicable 10. Please describe all pending investigations, enforcement actions, and formal complaints filed by DOT, including the Federal Aviation Administration, involving you regarding compliance with the federal aviation statutes or orders, rules, regulations, or requirements issued pursuant to the statutes, including information on any corrective actions taken. NotApplicable 11. Please describe all charges ofunfair or deceptive or anticompetitive business practices, or offraud, felony, orantitrust violation, brought against you in the past 10 years, including information on the disposition or current status ofeach such proceeding. NotApplicable

### Exhibit BA-5 Page 4 of4 Coberly 12. Please describe any aircraft accidents or incidents (as defined in the National Transportation Safety Board's regulations, 49 C.F.R. Q 

### 830.2) experienced byyou, which occurred either: (a) during the last 12 months, or (b) at anytime in the past 

### ifit remains under investigation bythe FAA, the NTSB, orbythe companyforwhich you worked. Your description should includethe following information regarding each accident and incident: (a) the date ofthe occurrence; (b) thetype offlight; (c) the numberofpassengers and crew on board and an enumeration ofany injuries or fatalities; (d) a description ofany damagetothe aircraft; (e) the FAAand NTSBfile numbers and the status ofthe investigations, including any enforcement actions initiated againstyou orthe company forwhich you worked; and 

### (f) positive actionstaken to prevent recurrence. NotApplicable

I hereby certify that I have answered this questionnairetruthfully and tothe best ofmy knowledge and belief.

### QUESTIONNAIRE FOR THE DIRECTORS, OFFICERS, AND KEY PERSONNEL OF BOUTIQUE AIR, INC. Exhibit BA-5 Page 1 of4 Hoppes

Boutique Air, Inc. is preparing to submit certain information to the U.S. Department ofTransportation as part ofa proceeding in which Boutique Air is seeking authority to operate as a commuter carrier. It is necessary for you, as a current or prospective director, officer, or key manager of Boutique Air, to provide the information specified below so that the company can complete its submission. Please note that your answers will be relied upon in the preparation ofthe submission, and that the presentation offalse or misleading answers could result in DOT taking adverse action against Boutique Air. Accordingly, your utmost candor and thoroughness are greatly appreciated. 1. Please state your full name, home address, and business address. Steve Hoppes Home: 21465 Black Lane Cottonwood, California 96022 Office: 3775 FlightAvenue Redding, California 96002 2. Please identify your country of citizenship. United States 3. Please identify the position(s) that you will hold at Boutique Air, including any position
as a director, officer, or senior manager. I serve as the Director of Maintenancefor Boutique Air, Inc.

### Exhibit BA-5 Page 2 of4 Hoppes 4. Please provide a copy ofyour resume. (Please disregard this item ifyou have already provided a copy ofyour resume.) Attached 5. Please identify any shares ofstock in Boutique Airthat you hold for your own account
orfor another's account. Ifyou are holding shares of Boutique Air stock for another's account, please identify the name and citizenship ofthat individual or business. I hold no stock in Boutique Air, Inc. 6. Please describe any directorship, officership, shares ofstock (but only if it equals 10% or more ofthe total voting stock outstanding), or other interest that you hold in any ofthe following: (a) a domestic air carrier None (b) a foreign air carrier None (c) a common carrier I am a 10% owner of Redding Aero Enterprises, a Part 135 on-demand operator located in Redding, California. (d) a company substantially engaged in the business ofaeronautics; or None

### Exhibit BA-5 Page 3 of4 Hoppes (e) a company whose principal business (in purpose orfact) is the holding ofstock in, or control of, and domestic air carrier, foreign air carrier, common carrier, or company substantially engaged in the business ofaeronautics. None 7. Ifyou are related by blood or marriage to any director, officer, or other person holding
a substantial interest in Boutique Air, please state that relationship. Not Applicable 8. Please list all actions and outstanding judgments for more than $5,000 against you, including the amount ofeach judgment, the party to whom it is payable, and how long it has been outstanding. Not Applicable 9. Please list all actions and outstanding judgment of less than $5,000 against you, including the amount ofeach judgment. Not Applicable 10. Please describe all pending investigations, enforcement actions, and formal complaints filed by DOT, including the Federal Aviation Administration, involving you regarding compliance with the federal aviation statutes ororders, rules, regulations, or requirements issued pursuant to the statutes, including information on any corrective actions taken. Not Applicable

### Exhibit BA-5 Page 4 of4 Hoppes 11. Please describe all charges of unfair or deceptive or anticompetitive business practices, or offraud, felony, or antitrust violation, brought against you in the past 10 years, including information on the disposition or current status ofeach such proceeding. Not Applicable 12. Please describe any aircraft accidents or incidents (as defined in the National Transportation Safety Board's regulations, 49 C.F.R. Q 

### 830.2) experienced by you, which occurred either: (a) during the last 12 months, or (b) at anytime in the past if it remains under investigation by the FAA, the NTSB, or by the company forwhich you worked. Your description should include the following information regarding each accident and incident: (a) the date ofthe occurrence; (b) the type offlight; (c) the number of passengers and crew on board and an enumeration ofany injuries or fatalities; (d) a description of any damage to the aircraft; (e) the FAA and NTSB file numbers and the status of the investigations, including any enforcement actions initiated against you orthe companyforwhich you worked; and (f) positive actions taken to prevent recurrence. NotApplicable I hereby certify that I have answered this questionnaire truthfully and to the best of my knowledge and belief.



## '-L

## !~**Signature:--f~;::__** __**_...~......:._:++;;__** __ _ Name: Steve Hoppes Date: 6/13/2012

### Exhibit BA-6 Responsibilities of Key PersonnelBoutique Air, Inc. Job Description Job Title: President & CEO SUMMARY: The CEO is responsible for all aspects ofthe operation. DIRECT REPORTS: • Clare B Farnsworth, Director ofOperations • Jack Coberly, Chief Pilot • Steve Hoppes, Directorof Maintenance ESSENTIAL DUTIES AND RESPONSIBILITIES: Exhibit BA-6 Page 2 of 6

Initiates and assumes full responsibility for all functions ofthis operation within the corporate policies and all applicable national and international protocols.

• Establish and maintain a safe operating entity under local, national, and international legal provisions. • Recruit, train, organize and maintain an effective staff. • Pursue business opportunities under corporate guidelines. • Achieve established operational goals for safety, efficiency, and profitability.Boutique Air, Inc. Job Description Job Title: DirectorofOperations Department: Operations Location: Redding, California Exhibit BA-6 Page 3 of6

SUMMARY: The Director ofOperations is responsible for all aspects offlight safety and maintenance including adhering and enforcing all compliance standards. REPORTS TO: • President and CEO Supervises: • Directorof Maintenance ofthe repair station • Director of Maintenance ofthe Air Carrier Certificate • Chief Pilot • All crew staff relating to flight operations Basic Responsibilities: • Guiding Boutique Airthrough the FAR Part 135 certification process • Manual creation to support certification initiatives and subsequent directing offlight operations. • Support the creation and compliance of Boutique Air's operating procedures, methods and best practices with all FAR Part 135/119 regulations. Tasks and Scope: • Provides leadership and is the "final authority" in all differences ofopinion between the Director of Maintenance and the rest ofthe Maintenance Organization. • He is responsible to the President and CEO forthe overall operation ofthe Maintenance Organization and the Redding, California operation. • He may delegate the duties ofthe Director ofOperations as necessary; however, such delegation does not relieve him ofthe overall responsibilities. Other Duties: • As assigned by the President and CEO.Job Title: Chief Pilot Department: Operations Location: Redding, California Boutique Air, Inc. 

### Job Description Exhibit BA-6 Page 4 of6

SUMMARY: He is responsible for ensuring that all airoperations are conducted in compliance with the Act, the Regulations and the Civil Aviation Orders. He supervises all crew duties and responsibilities. REPORTS TO: Director ofOperations Basic Responsibilities:
• Establishing and documenting the operational standards for Boutique Air • Monitoring and if necessary correcting operational standards • Allocates aircraft for use and arranges crew rosters in accordance with flight and dutytime limitations. • Conducts proficiency tests and maintains up-to-date records ofthe qualifications ofeach pilot • Ensures compliance with loading procedures • In charge of proper compilation of loading documents, including passenger manifests • Managing Boutique Air's training and checking functionsBoutique Air, Inc. Job Description Job Title: Director of Maintenance Part 135 Department: Maintenance Location: Redding, California SUMMARY: Exhibit BA-6 Page 5 of6

The Director of Maintenance is responsible to the Director ofOperations for all aspects of maintenance operations to include avionics and line services. The duties and responsibilities include:
• Establishing and implementing uniform maintenance policies and procedures which are in concertwith the applicable FAR'S, industry standards and good operating practices. • Insuring compliance with all applicable regulations as they relate to the maintenance and record keeping ofcompany aircraft. • Scheduling and completion ofall required inspections. • Insuring that all discrepancies that affect airworthiness are corrected before further flight. • Establishing a procedure for determining whether discrepancies reported by pilots must be immediately corrected or may be deferred for correction at a latertime. • Fully responsible for complying with Maintenance Program on the airframe, engine and propellers. • Advising the Director ofOperations of internal and external factors that affectthe performance ofthe department. The Director of Maintenance may delegate duties to designees, as appropriate, but maintains responsibility for any delegated function.

### Organizational Chart

PRESIDENT



# ..

Directorof Operations I""'**~~**



### ChiefPilot**~**



### FlightCrews Exhibit BA-6 Page 6 of6



### Directorof Maintenance

Maintenance

Personnel

### Exhibit BA-7 

### Resumes of Key PersonnelExhibit BA-7 Page 2 of8 

### SHAWN SIMPSON 548 Market Street, Suite 8843 San Francisco, California, 94104 415-449-0505 telephone 415-738-7671 fax dot@boutiqueair.com WORK EXPERIENCE September 2011- present
June 2009- present 2008-present

2005-2008
2000-2005

1999-2000
1998-1999

EDUCATION 

### Boutique Air Inc Redding, California CEO and President of Part 135 operation. Responsible for strategy, operations, partnerships, and research divisions. 

### Open Trip Inc. San Francisco, California CEO and President ofa company focused on developing travel technology. 

### Siren Studios Hollywood, California Partner and investor in photography studio. Siren Studios offers photo studio space in Hollywood, as well as photo equipmentfor on-location shoots worldwide. 

### Self-employed San Francisco, California Real estate and corporate investing. 

### Google Inc Mountain View, California System Administrator and member ofthe core core Operations group responsible for building and maintaining the Google computing infrastructure 

### Xoom.com San Francisco, California System Administrator 

### Greenlnfo Network San Francisco, California Geographic Information Systems Specialist. Responsible for California demographic data and mapping projects. University ofCalifornia, Santa Cruz BA in Biology, Environmental Studies

### Shawn Simpson President & 

### CEO Exhibit BA-7 Page 3 of8



### Mr. Simpson began his professional career in 1998 as a Geographic Information Specialist at Greenlnfo Network located in San Francisco. Greenlnfo Network provides GIS services to not-for-profits. A year later he became a System Administrator at Xoom.com. Xoom was a web services provider during the internet boom of 1999. In 2000, Mr. Simpson left Xoom to work for Google as a Linux System Administrator. At Google Mr. Simpson was responsible for helping to build, maintain and monitor Google's linux cluster. After Google, Mr. Simpson became an investor in several real estate and business ventures. Subsequently Mr. Simpson became a partner in Siren Studios where he works on business partnerships and strategy. Siren Studios is a photography studio in Hollywood, which offers space and equipment rental for photography shoots worldwide. Shawn graduated from UC Santa Cruz with a BA in Biology and Environmental Studies. He began his career in the aviation industry in 2009 by creating a travel technology company called Open Trip. In his role as CEO, Mr. Simpson directed analysis ofthe Part 135 and 121 industries. This experience gives him a unique and comprehensive knowledge of the opportunities that exist in the commercial aviation world. As President and CEO of Boutique Air, Mr. Simpson is responsible for business development initiatives with distribution channels, aircraft financing, reservation system implementation and research. Shawn Simpson is a US Citizen and resides at 548 Market St. #8843, San Francisco, CA. 94104. Contact number 415-449-0505.

### CLARE 8 FARNSWORTH 1686 Marigold Way Redding, California 96003 (530)221-5509 phone (530)221-1777 fax cbfarnsworth@charter.net WORK EXPERIENCE

September 2011- BoutiqueAir Inc present Part 135 Director of Operations for charter operation. June 2006- Shasta Flyers Aviation Inc September 2011 Owner/Director of Operations/ Chief Pilot Shasta Flyers Aviation is a Part 135 charter operation. 2001-2006 Pacific CrestAviation

135 Pilot

1997-2001 Redding Aero Enterprise

135 Pilot

1995-1997 Iasco Flight Center

135 Pilot

1978-1995 California Highway Patrol Department Training Pilot, surveillance, speed enforcement, emergency transport Exhibit BA-7 Page 4 of8

Redding, California

Redding, California

Big Bear City, California

Redding, California

Redding, California

CaliforniaTOTAL FLIGHT TIMES Total Flight Time 13,918.6 Pilot in Command 13,772.6 Day Time 13,476.3 Night Times 308.6 Cross Country 11,194.9 Instrument 428.1 CFI Day 1,141.7 CFI Night 25.1 Single Engine Land 10,896.5 Multi Engine Land 3,022.1 CERTIFICATES AND RATINGS Commercial Pilot #1769830 Flight lnstructor-CFII & MEl SEL Clare B Farnsworth Director of Operations Pilot License # 1769830 Exhibit BA-7 Page 5 of8

Mr. Farnsworth has been involved in Part 135 operations for over 17 years and has been a licensed pilot for over 34 years. His career began in 1978 serving as an Officer/Pilot for the California Highway Patrol. His responsibilities included serving as a Department Training Pilot, Speed Enforcement, Emergency Transports, Surveillance and Searches. Mr. Farnsworth left the California Highway Patrol in 1995 to fly for Iasco Flight Center, a Part 135 operation in Redding, California. His responsibilities included both charter flights and Wild Land Fire Contracts. Mr. Farnsworth shared similar responsibilities at his next two companies, Redding Aero Enterprises in Redding, California and Pacific Crest Aviation in Big Bear City, California. In 2006 he started his own Basic Part 135 called Shasta Flyers Aviation. His roles at Shasta Flyers Aviation were Director of Operations and Chief Pilot for charters, pilot instruction, and pilot for Wild Land Fire Contracts. He created all Operations, Training and Safety manuals from scratch, making sure all methods and best practices comply with FAR Part 135/119 regulations. Since Shasta Flyers Aviation's change of ownership and name to Boutique Air, Inc. in 2011, Mr. Farnsworth has continued to serve diligently as Director ofOperations. At Boutique Air, Mr. Farnsworth's responsibilities include manual oversight and subsequent directing of flight operations. He also supports the creation and compliance of Boutique Air's operating procedures, methods and best practices with all FAR Part 135/119 regulations. Clare B Farnsworth is a US Citizen and resides at 1686 Marigold Way, Redding CA. 96003. Contact number (530)941-1112.

### JACK COBERLY Pilot License 

### # 2878404

WORK EXPERIENCE 11487 Hawley Exhibit BA-7 Page 6 of8 

### Redding, California 96002 541-968-6882 cell 415-738-7671 fax jack@boutiqueair.com

October 2011- Boutique Air Inc Redding, California present Chief Pilot for 135 charter operation. 2004- Air Attack USFS/C-337 Redding, California October2011 Pilot 1990-2004 Dream Flights Springfield, Oregon Owner/Pilot 1986-1990 Sky Cab Inc Scottsdale, Arizona Pilot 1985-1986 Paradise Valley Av Scottsdale, Arizona Pilot 1983-1985 Corporate Jets Inc Scottsdale, Arizona Pilot 1981-1983 Thunderbird Academy Scottsdale, Arizona Pilot/Instructor FLIGHT RATINGS & 

### TIMES Airline Transport Pilot: Airplane MEL Commercial: Airplane SEL, SES, MEL Medical Certificate: FAA Second Class Certified Flight Instructor: CFI, CFII, MEl Advance Ground Instructor Airframe and Power Plant Mechanic Garmin G1000 Certified Total 7850 PIC 7850 Recip. 7053 Multi-Engine 2800 Turboprop 300 Fit Instructor 3300 Cross Country 3100

### EDUCATION Western Michigan University MA/Education Andrews University SA/Education


### Jack Coberly Chief Pilot Pilots License # 

### 2878404 Exhibit BA-7 

### Page 7 

### of 8



### Mr. Coberly has been involved in Part 135 operations for over 29 years. His career began in 1983 as a VP of Operations and Corporate Pilot at Corporate Jets Inc., a Part 135 air carrier located in Scottsdale, Arizona. In 1985 he served as Director of Operations and Pilot for Paradise Valley Av, a Part 135 air carrier located in Scottsdale, Arizona. His responsibilities included passenger charter operations, maintenance logging, and flight scheduling. In 1986, Mr. Coberly became an owner and operator at Grand Canyon AirTours ofSkyCab Inc, a Part 135 air carrier also located in Scottsdale, Arizona. At Grand Canyon Air Tours he flew charter flights for tourists and visitors to the Grand Canyon National Park. In 1990 he started his own flight instructor operation called Dream Flights, located in Springfield, Oregon. Since 2004, Mr. Coberly has served as Pilot-in-Command for both Charter and Wild Land Fire contracts with the US Forest Service. Mr. Coberly has logged over 1500 hours with the USFS in California and the Northwest. He has flown with the ORCA and Blue Mt Teams on Type 2 fires. In prior projects he has been based at La Grande, Oregon for 5 years and Redmond, Oregon. Mr. Coberly became Chief Pilot for Boutique Air in September of2011. He brings his experience and detail-oriented work ethic. Mr. Coberly's responsibilities at Boutique Air include ensuring that all air operations are conducted in compliance with the Act, the Regulations and the Civil Aviation Orders, establishing and documenting the operational standards for Boutique Air, monitoring and if necessary correcting operational standards. Mr. Coberly also allocates aircraft for use, arranges crew rosters in accordance with flight and duty time limitations, conducts proficiency tests, maintains up-to-date records of the qualifications of each pilot, and ensures compliance with loading procedures. Mr. Coberly is also in charge of proper compilation of loading documents, including passenger manifests, and managing Boutique Air's training and checking functions. Jack Coberly is a US Citizen and resides at 11487 Hawley Way, Redding, CA. 96002. Contact number (541)968-6882.Exhibit BA-7 Page 8 of8 STEVE HOPPES Airframe & Powerplant License #3504760 21465 Black Lane Cottonwood, California 96022 530-347-4646 cell 530-224-2306 fax steve@reddingjet.com WORK EXPERIENCE May 2007- Boutique Air, Inc. Redding, California Present Director of Maintenance 1988-Present
1986-1988
1981-1986

1972-1981
A&P 19 years lA 12 years EDUCATION Redding Aero Enterprises Inc. Redding, California Partner, Directorof Maintenance since 1997. Roche Construction Redding, California

Carpenter, remodeling, lighting and appliance installation. Northstar Aviation Redding, California

Parts Manager (1981-1983) Line Service Manager (1983-1986) Cal-Todd Aviation Redding, California

Line Service Technician (1972-1974) Parts Man & Maintenance Apprentice (197 4-1981)

Central Valley High School Central Valley, California Director of Maintenance, Steve Hoppes. Steve has over 38 years of aircraft maintenance experience. In 1972 he began his professional maintenance career at CalTodd Aviation where he worked as a line service technician. He worked as a parts man for 7 years and also trained as maintenance apprentice. From 1981 to 1986, Steve worked as a Parts Manager and Line Service Manager at Northstar Aviation. From 1986 to 1988 Steve worked as a Carpenter at Roche Construction. In 1988, he returned to aircraft maintenance to work for Redding Aero Enterprises Inc. At Redding Aero Enterprises Steve served as apprentice mechanic and parts manager. He acquired his A&P license in 1992, and was promoted to Director of Maintenance in 1997. Steve currently holds this position. Steve's responsibilities for Boutique Air, Inc. include performing all maintenance, or the outsource scheduling of all work being performed, training personnel in the company's policies and procedures as required, ensuring all maintenance performed on aircraft is accomplished in accordance with the maintenance Manuals and Operations Specifications in a timely and efficient manner, review "in process" and completed work orders for completeness and correctness, and ensuring compliance with applicable airworthiness directives and bulletins. Steve is a US Citizen and resides at 21465 Black Lane, Cottonwood, CA. 96022. Contact number (530)347-4646.

### Exhibit BA-8 Affidavit of Safety Compliance

### Exhibit BA-8 Page 1of 1 AFFIDAVIT OF SAFETY COMPLIANCE 

### STATE OF CALIFORNIA COUNTY OF SHASTA Shawn C. Simpson, being duly sworn, deposes and says: 1. That he is duly elected, qualified ,and serving as Presidentand Chief Executive Officer ofBoutiqueAir, Inc. and that he is authorized to and does make this affidavitfor it. 2

. Each aircraftowned or leased by Boutique Air, Inc. has been certified by the Federal Aviation Administration ("FAA") and currently complies with the FAA's safety standards under Part 135 as well as the noise standards of Part 36 ofthe Federal Aviation Regulations

.

pson President and ChiefExecutive Officer BoutiqueAir, Inc.



### It? 

# J--; JAn 

### Subscribed and sworn to before me this .l..k_

### dayof_,

__**-=-vv-=--~-=--·** 

### 2012.

My Commission Expires: 

# 2-1-l..alb

### Exhibit BA-9 Historical Financial StatementsOperatingIncome: BrokerFee Refunds-Allowances Lease income Total Operating Income Expenses: Aircraftexpenses Bankcharges and fees Computers/Servers Data Dues & subscriptions Insurance

- liability Legal andprofessional fees License expenses Meals andentertainment Merchant fees Office expenses Promotional Recruiting Lease Reservation system Shipping expenses Staff Taxes andLicenses Telecom Travel Total Expenses Otherincome (expenses) NetIncome (loss) 

### OPENTRIP,INC. 

### StatementofOperations

2009

0.00 0.00 

### .Q..QQ 0.00

0.00 2,715.60 0.00 0.00 4,337.85 0.00 1,452.00

106.95 2,005.01 0.00 4,246.48

225.00 1,650.00 22,642.64 26,250.00 0.00 42,054.71 0.00 1,153.93 2.747.02 111,587.19 

### .Q..QQ (111,587.19) Open Trip, Inc. Accrual Basis

Year endedDecember31, 2010 2011

0.00 2,100.00 1,671.49 1,733.11 4.500.00 0.00 6,171.49 3,833.11

0.00 1,621.84 816.65 1,589.80 226.00 20,303.59 0.00 26,891.07 35,765.30 37,084.73

3,127.00 8,940.00

750.00 11,108.86 0.00 1,317.00 2,325.06 2,568.04 0.00 (838.57) 19,502.97 10,562.96 582.00 779.18 7,875.00 12,900.00 66,136.78 40,871.95 330.34 1,827.36

56.29 1,032.65 189,510.07 288,137.13 161.19 3,316.13 10,691.36 302.38 16.021.65 4.841.59 353,877.66 475,157.69 (288.06) 2.18 (347,994.23) (471,322.40)Ordinary Income: BrokerFee Refunds-Allowances Lease income Total Ordinary Income Expense: Bankcharges andfees Computers/Servers Data Dues & subscriptions Insurance

- liability Legal andprofessional fees License expense Meals andentertainment Merchantfees Office expenses Promotional Lease Reservation system Shipping expense Staff Taxes andLicenses Telecom Total Expenses Otherincome (expenses) NetIncome OPEN TRIP,INC. 

### StatementofOperations

Jan-Jun 2012

0.00 0.00 0.00 0.00 1,063.74 3,402.50 14,524.59 13,357.21 3,391.00

465.00 2,640.61 1,280.63

109.95 2,295.64

586.55 12,400.00 675.00 1,298.84 97,582.22

1,600.00

419.83 157,093.31 (3.51) (157,096.82) Open Trip, Inc. Accrual BasisCurrentAssets Checking/Savings Total CurrentAssets FixedAssets Furniture andfixtures Computers and equipment Total FixedAssets Otherassets Investment in BoutiqueAir, Inc. Total OtherAssets TotalAssets
Liabilities and Equity Liabilities Non-currentLiabilities Convertible notes SS Total Liabilities Equity Common Stock Retained earnings NetIncome (loss) Total Equity

Total Liabilities and Equity 

### Open Trip, Inc. 

# Balance Sheet As ofJune 30, 2012

401,074.14 401,074.14
1,832.30 8,625.89 10,458.19 169,598.45 169,598.45 581,130.78

1,250,100.00 1,250,100.00

419,031.42 (930,903.82) (157,096.82) (668,969.22)

581,130.78Boutique Air, Inc. Accrual Basis 

### BOUTIQUEAIR, INC. 

### StatementofOperations

Yearended December31, 2009 2010 2011 OperatingRevenue: Airattack services 241,184.10 66,734.80 93,649.92 On-demandoperations 0.00 2,379.60 0.00 Commuteroperations Total operatingrevenue 241,184.10 69,114.40 93,649.92 OperatingExpense: Flying operations (exceptfuel andoil) 9,834.02 4,984.42 18,732.94 Fuel and oil 47,071.69 12,550.30 17,196.39 Maintenance 83,641.89 26,840.07 23,533.20 General and administrative 44,721.01 5,323.95 3,836.83 Depreciationand amortization 28,500.46 22,691.99 6,175.31 Transportrelatedexpense 564.50 0.00 524.77 Propertyandcorporate tax 1,479.31 1,196.00 632.26 Total operating expense 215,812.88 73,586.73 70,631.70 OperatingIncome (loss): 25,371.22 (4,472.33) 23,018.22 Non-operatingexpense 10,381.18 7,570.25 0.00 NetIncome (loss): 14,990.04 (12,042.58) 23,018.22

### BOUTIQUEAIR,INC. 

### StatementofOperations

OperatingRevenue: Airattack services On-demandoperations Commuteroperations Total operatingrevenue OperatingExpense: Flying operations (exceptfuel and oil) Fuel and Oil Maintenance General and administrative Depreciation and Amortization Transport-related expense Propertyand corporatetaxes Total operatingexpense OperatingIncome (loss): Non-operatingexpense NetIncome (loss): Jan-Jun 2012

0.00 0.00
0.00 10,287.24 2,108.90 3,250.57 5,766.90 0.00 6,737.21 0.00 28,150.82 (28,150.82) 0.00 (28,150.82) Boutique Air, Inc. Accrual Basis

### Assets: CurrentAssets Checking/Savings Total CurrentAssets FixedAssets Equipement- Airplane (N2337) Total FixedAssets TotalAssets


### Liabilities andEquity: Liabilities Current Liability Total Liabilities Equity Common stock Retainedearnings NetIncome (loss) Total Equity TotalLiabilities andEquity 

### BoutiqueAir, Inc. 

# Balance Sheet As ofJune30,2012

609,324.80 609,324.80
150,000.00 150,000.00 759,324.80

0.00 0.00
746,073.47

41,402.15 (28,150.82) 759,324.80 759,324.80Footnotes to the financial statements The accompanying financial statements were prepared in accordance with Generally Accepted Accounting Principles by Jennifer Frank, an independent Bookkeeping & Forensic Accounting consultant contracted by Boutique Air, Inc. Mrs Frank has been providing bookkeeping services to San Francisco Bay area companies for the past 17 years.

### Exhibit BA-10 Financial Statements and Forecasts Start-up CostsStart Up Costs In orderto start operating, Boutique Airwill: • Add the PC-12 registered as N471SS leased by Targaryen on its certificate. • Update its Manuals (Training manual, General Operations Manual), and MEL to reflect the addition ofthe new aircraft type to its certificate and the commuter operations. • Lease hangar space at the base airportforthe aircraft. • Recruit pilots and train them according to the updated training manual. Training will likely involve ground training as well as flight training in the leased Pilatus. In light ofthese contingencies, Boutique Air anticipates the following costs to be incurred priorto the start ofoperations underthe commuter authority: Update the manuals

................................................

Training manual (for new airplane, new operation) PC-12 MEL General Operations Manual $10,000.00

Add pilots to the certificate:..................................... $21,100.00

recruiting

.......................................................................... $2,000 training

travel+ lodging

............................................................. $2,100 : $700 * 3pilots $5,000 : 80 hours * 3pilots $12,000: $800 *5 hrs *3pilots classroom time

............................................................. flight training

............................................................... Hangar

................................................................... $2,500.00 Maintenance and scheduling software:

.................... $5,000.00 Aircraft Lease Agreement............................................. Boutique Airdoes notrequire up-frontpayment forthe aircraftitis leasing. Paymentforleasing will commence when operations begin. Insurance................................................................. Insurance willbepaidon 

### a monthlybasis when the aircraftis leased Personnelsalaries..................................................... $40,000.00 Boutique Airanticipates there willbe limited additionalstaffneededbeyondexisting personnelduring ramp up time, butis budgeting $30,000 as a contingency. All other costs are already being incurred by Boutique Air in its current AirAttack and Air charter operations.
Total Start Up Costs.................................................. $78,600.00

### Exhibit BA-11 Financial Statements and Forecasts Assumptions for Forecast Financial StatementsAssumptions for ForecastFinancial Statements

The following forecast financial statements are basedonBoutique Air's serviceproposal ofone weekdayroundtrip betweenRedding, CA (RDD) and Oakland, CA (OAK) for the first yearofoperations, i.e. from January 2013 through December2013. The following costestimates arebasedon datafrom Conklin & de Decker, AviationWeek 2010 Operations Planning guide, as well as datapoints from PC-12 operators andmaintenance centers.

Forecastoperatingdepartures andblockhours (BH): 1hour 6minutes averageblocktime for RDD-OAKfor a stage length of 167 NM(nautical miles) Two flights a day for 261 weekdays in 2013: 522 scheduleddepartures: 574BH 96% completionrate: 501 departures: 551 BH 83,667 revenueNM
VariableCosts (byblockhours): Fuel PC-12/47 fuel average Current fuel retail at RDD and OAK Total hourly fuel cost 65 $5.16 USG/BH IUSG $335.4 /BH Lubricant $6.71 /BH Maintenance RegularMaintenance Laborcost Parts $92.95 /BH $73.64 /BH EngineReserve (Overhaul/Inspection, paidto the lessor) TimeBetween Overhaul (TBO) Engine 3,500 BH TimebetweenHot SectionInspection 1,750 BH Engine Overhaul Cost ($322,700) $92.20 /BH Hot sectionInspection ($16,500) $9.43 /BH Total enginereserve: $101.63/BH Totalhourly maintenance cost $268.22/BH Totalvariablehourlycost $610.33/BHFixed Cost(byyear): AircraftLease Insurance Interior($59,800 every 5years) Pain ($30,254 every5 years) Modernization ($21,264 every 5 years) Hangar(month to month) Pilots salaries (2 pilots) Pilotsrecurrent training TotalFixedCost

TotalyearlyBH TotalVariableCost (551 BHNear) TotalFixed Cost TotalYearlyCost

BH: BlockHour USG: US Gallon 551 BH $336,291 Near $396,764 Near $733.055 Near $240,000 IY ear $16,500/Year $11,960/Year $6,051 IY ear $4,253 IY ear $20,000 IY ear $90,000 IY ear $8,000 IY ear $396,764/YearRevenue Forecast Boutique Air is proposing to operate one weekday round-trip between Redding, CA (ROD) and Oakland, CA (OAK), using one Pilatus PC-12 with a seating capacity of9 passengers. Traffic forecast for the first year ofthe proposed operation are are presented below: Expected load factor:
• Low traffic season is January 1stthrough March 31st (64 weekdays in 2013), and October 1st through November 30th (44 weekdays in 2013). That is 108 low traffic weekdays. • High traffic season is April 1stthrough September 30th (131 weekdays in 2013), and December 1stthrough December 31st (22 weekdays in 2013). That is a 153 high trafficweekdays. Low season : 65% LF at an average fare of$280 -> 5.85 pax perflight High season: 75% LF at an average fare of$290-> 6.75 pax perflight As referred to in the assumptions forforecast financial statements, Boutique Air, Inc. is expecting a completing rate of96%, hence a number offlights lowerthan double the numberofweekdays in the following forecast tables. Revenue forecast- first yearof proposed operation: Season Low High Loadfactor 65% 75% Pax/flight 5.85 6.75 Weekdays Flights 108 206 153 295
Revenue forecast - Breakdown by quarter: Pax 1205.1 1991.25 Fare $280 $290 TOTAL: Gross revenue $337,428.00 $577.462.50 $914,890.50

The forecast costs and revenues associated with Boutique Air, Inc. current on-demand and air attack operations are averages based on past years ofoperations. It should be noted thatthe AirAttack operation is seasonal and that revenues forthese operations are forecast to occur entirely during the summer (3rd quarter). The breakdown of revenue by quarter is based on the number ofoperating days (weekdays) during each quarter:
• 2013 1st Quarter: • 2013 2nd Quarter: • 2013 3rd Quarter: • 2013 4th Quarter: Total: 64 operating days in low season 65 operating days in high season 66 operating days in high season 44 operating days in low season and 22 operating days in high season 261 operating days in 2013 Quarter Pax/flight Flights Pax Fare Gross revenue 2013 Q1 5.85 122 713.70 $280 $199,836.00 2013 Q2 6.75 125 843.75 $290 $244,687.50 2013 Q3 6.75 128 864.00 $290 $250,560.00 2013 Oct-Nov 5.85 84 491.40 $280 $137,592.00 2013 Dec 6.75 42 283.50 $290**~Q!22.2l~.QQ** TOTAL: $914,890.50

### Exhibit BA-12 Financial Statements and Forecasts Forecast Balance Sheet--First YearAssets: CurrentAssets Checking/Savings Total CurrentAssets FixedAssets 

### BoutiqueAir, Inc. 

# ForecastBalance Sheet As ofDecember31, 2013

Equipement- Airplane (N2337) Total FixedAssets TotalAssets
Liabilities andEquity: Liabilities CurrentLiability Total Liabilities Equity Common stock Retained earnings NetIncome (loss) Total Equity Total Liabilities and Equity 729,545.78 729,545.78
150,000.00 150,000.00 879,545.78

0.00 0.00
746,073.47 (65,348.67) 198,820.98 879,545.78 879,545.78

### Exhibit BA-13 Financial Statements and Forecasts Forecast Income Statement--First YearBOUTIQUEAIR, INC. 

### FirstYearForecast StatementofOperations Forecast - Combined operations
2ill...l.Ql 2Qll.Q2. 2Q.1.lill**~** 2013 (fuJI vear) Operating Revenue AirAttack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 CommuterOperations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50 Total Operating Revenue $200,034.30 $244,885.80 $384,614.57 $220,005.30 $1,049,539.97 Operating Expense: Flying operations (exceptfuel and oil) $100,033.18 $101,596.19 $103,159.21 $103,159.21 $407,947.79 Fuel and Oil $52,501.76 $53,322.10 $54,142.44 $54,142.44 $214,108.74 Maintenance $47,193.49 $47,930.89 $48,668.28 $48,668.28 $192,460.94 General and administrative $6,856.24 $6,963.37 $7,070.50 $7,070.50 $27,960.60 Depreciation andAmortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 Transport-relatedexpense $89.03 $90.42 $91.82 $91.82 $363.09 Property and corporate taxes $417.48 $424.00 $430.52 $430.52 $1,702.52 Total Operating Expense $208,605.42 $211,864.88 $215,124.34 $215,124.34 $850,718.99 Operatingprofit (loss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98 Non operating expenses NetIncome (Joss) ($8,571.12) $33,020.92 $169,490.23 $4,880.96 $198,820.98BOUTIQUE AIR, INC. 

### FirstYearForecast StatementofOperations Forecast - CommuterOperation 2Q!l.Ql 2Q..U.Q2 2QJ..l.m. 2Qll..Q:!. 2013 (full vear) Operating Revenue Air Attack Services On-demand Operations CommuterOperations $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50 Total Operating Revenue $199,836.00 $244,687.50 $250,560.00 $219,807.00 $914,890.50
OperatingExpense: Flyingoperations (exceptfuel and oil) $97,290.79 $98,810.96 $100,331.13 $100,331.13 $396,764.00 Fuel and Oil $46,222.86 $46,945.09 $47,667.33 $47,667.33 $188,502.61 Maintenance $36,239.50 $36,805.74 $37,371.99 $37,371.99 $147,789.22 General and administrative $2,452.11 $2,490.42 $2,528.74 $2,528.74 $10,000.00 DepreciationandAmortization $0.00 $0.00 $0.00 $0.00 $0.00 Transport-relatedexpense $0.00 $0.00 $0.00 $0.00 $0.00 Property and corporate taxes $147.13 $149.43 $151.72 $151.72 $600.00 Total Operating Expense $182,352.39 $185,201.64 $188,050.90 $188,050.90 $743,655.83 Operatingprofit (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67 Non operatingexpenses NetIncome (loss) $17,483.61 $59,485.86 $62,509.10 $31,756.10 $171,234.67BOUTIQUEAIR, INC. 

### FirstYearForecast StatementofOperations Forecast- On-demand and AirAttack Operation

2Qll.Q.l lQ.11..Q2. 2Qll.Ql 2.Q..U.Qi 2013 (full vear) OperatingRevenue Air Attack Services $0.00 $0.00 $133,856.27 $0.00 $133,856.27 On-demand Operations $198.30 $198.30 $198.30 $198.30 $793.20 CommuterOperations Total Operating Revenue $198.30 $198.30 $134,054.57 $198.30 $134,649.47
OperatingExpense: Flying operations (exceptfuel and oil) $2,742.39 $2,785.24 $2,828.09 $2,828.09 $11,183.79 Fuel and Oil $6,278.90 $6,377.00 $6,475.11 $6,475.11 $25,606.13 Maintenance $10,953.98 $11,125.14 $11,296.30 $11,296.30 $44,671.72 General and administrative $4,404.13 $4,472.95 $4,541.76 $4,541.76 $17,960.60 Depreciation andAmortization $1,514.25 $1,537.91 $1,561.57 $1,561.57 $6,175.31 Transport-relatedexpense $89.03 $90.42 $91.82 $91.82 $363.09 Property and corporate taxes $270.35 $274.57 $278.80 $278.80 $1,102.52

Total Operating Expense $26,253.04 $26,663.24 $27,073.44 $27,073.44 $107,063.16 Operating profit (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31 Nonoperatingexpenses NetIncome (loss) -$26,054.74 -$26,464.94 $106,981.13 -$26,875.14 $27,586.31

### Exhibit BA-14 Certification

### Certification Pursuant to Title 18 United States Code section 1001, I Shawn C. Simpson, in my individual capacity and as the authorized representative ofthe applicant, have not in any manner knowingly and willingly falsified, concealed orcovered up any material fact or made anyfalse, fictitious, orfraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing, or prosecution ofthe application. I understand that an individual who is found to have violated the provisions of 18 U.S.C section 1001 shall be fined not more than $10,000 or imprisoned not more than five years, or both.

Date:

### Exhibit BA-15 Verification of Available Funds

# BankofAmerica**~** 0

June 29, 2012

RE:ProofofFunds Letter/ Boutique Air, Inc.

To Whom It May Concern: This letter is to provide proofoffunds for the below referenced business. 

### BoutiqueAir,Inc. 340 Pine St., Suite 503 San Francisco, CA 94104 Deposit account: xxxx2640 Accountbalance: $609,324.80 This client is in good standing. All balances noted as end ofbusinessJune 29, 2012.
Sinyrely, 

### r.. • .. H

# ~A~~ Jenni r

# Bel~h:r. Strta IBusiness Banking AssistantVice-President Client Manager

# BankofAmerica**'fc:** 0

June 29,2012

RE: ProofofFunds Letter/Open Trip, Inc.

To Whom ItMay Concern: This letter is to provide proofoffunds for the belowreferenced business. 

### Open Trip, Inc. 340 Pine St., Suite 503 San Francisco, CA 94104 Deposit account: xxxx3246 Accountbalance: $401,074.14 This client is in good standing. All balances noted as end ofbusinessJune 29, 2012.

Sincerely,

# Jen~~l er Small Business Banking AssistantVice-President ClientManager

### Exhibit BA-16 Letter of Intent For Aircraft Lease AgreementTARGARYEN,LLC. LETTEROF INTENT FORAIRCRAFT LEASEAGREEMENT June 1, 2012 BA-16 Page 2 of3

Targaryen, LLC, an aircraft leasing company, intends to lease its aircraft, a Pilatus PC-12/47, Serial No, 739, Registration No. N471SS to Boutique Air, Inc., a Part 135 air carrier located in Redding, California under the following terms and conditions: 1. Lease ofAircraft. Subjectto availability as described below, and in consideration ofthe rent to be charged as set out below, Targaryen LLC will agree to lease the Aircraft to Boutique Air, Inc
.. together with all equipment and accessories installed in or appurtenant to the Aircraft which may be at any time attached or added thereto by orwiththe consent ofTargaryenLLC. 2. Term. The Lease shall commence on January 1'', 2013 and shall continue for a minimum ofone yearwith an option to renew for two additional one yearterms. The lease maybe terminatedunder mutual agreementbybothparties. 3. Rent. The rent payable by Boutique Air, Inc. to Targaryen LLC shall begin at a rate of$20,000 per month. Rent shall be due monthly within 10 days ofpresentation ofan invoice to Boutique Air, Inc. In addition to the monthly rent described in the previous sentence, Boutique Air, Inc. will be responsible for all fuel costs, any landing fees, Airport usage fees, overnight parking fees or hangar charges incurred while the Aircraft is in Boutique Air, Inc.'s possession. Targaryen LLC proposes a maximum aircraft usage of60 hours per·month. IfBoutique Air exceeds the 60-hour limit, Boutique Air, Inc. will payTargaryenLLC a $200perhourfee for each additionalhour. 4. Maintenance andRepair. Targaryen LLC shall, at its own cost and expense, repair and maintain the Aircraft so as to keep it in good operating condition. Notwithstanding the foregoing, however, any damage to the Aircraft or repair made necessary to the Aircraft which is caused by any negligence or misuse by Boutique Air, Inc. shall be the responsibility of Boutique Air, Inc. Boutique Air, Inc. specifically agrees to keep the Aircraft in a hangar during the time the Aircraft is in Boutique Air's possession and weather conditions indicate this is necessary and, further provided, that the hangar space is available. Boutique Air, Inc. shall return the Aircraft to Targaryen LLC inreasonably cleanconditionfollowing eachusage byBoutique Air, Inc. 5. Modification. Boutique Air, Inc. shall not have the right to alter, modify or make additions or improvements to the aircraft without written permission from Targaryen, LLC. All such altercations, modifications, additions and improvements as are so made shall become the property ofTargaryen LLC and shall be subjectto all the terms ofthe Agreement. In the eventthat repair or maintenance to the Aircraft is required on an emergency basis during the time that the Aircraft is in the possession of the Boutique Air, Inc., Boutique Air, Inc. shall be entitled to make such repairs or conduct such maintenance as is necessary to make the Aircraft safe and airworthy. Provided that such repair ormaintenance is not the responsibility ofBoutique Air, Inc. pursuantto the second sentence ofparagraph 4 above, Targaryen LLC shall reimburse Boutique Air, Inc. for suchrepairs upon presentation ofinvoices orotherproperdocumentation. 6. Pilot. The Aircraft shall be flown only by licensed and qualifiedpilots that are either (i) identified sufficiently in advance that they may be named on Targaryen LLC's insurance policy, or (ii) that meetthe openpilotqualification criteria as specifiedby TargaryenLLC's insurance carrier. 7. Release/Indemnification a. The parties acknowledge and agree that Targaryen LLC is not a manufacturer or engaged in the sale or distribution ofthe Aircraft. It is further acknowledged that Targaryen LLC makes no representations, promises, statements, orwarranties, expressed or implied, with respect to the merchantability, suitability, or fitness of the Aircraft for Boutique Air, Inc.'spurposes or otherwise. Boutique Air agrees that Targaryen LLC shall not be liable to Boutique Air, Inc. for any loss, claim, demand, liability, cost, damage or expense of any kind, caused or alleged to be caused directly or indirectly by the Aircraft, or by anyBA-16 Page 3 of3 inadequacy thereoffor the purpose ofor any use of, or any defect therein, or any delay in providing, or failure to provide the same, or any interpretation or loss of service or use thereof, or any loss ofbusiness, or damage whatever and however caused as a result of the lease ofthe Aircraft. b. Boutique Air, Inc. agrees to indemnifY Targaryen LLC from and against any loss, claim, demand, liability, cost, damage, or expense ofany kind, caused or alleged to be caused directly or indirectly by the Aircraft, Boutique Air, Inc.'s use thereof, or Targaryen LLC's lease ofthe Aircraft to Boutique Air, Inc. This indemnification shall specifically apply to attorneys' fees incurred by Boutique Air, Inc. in connection with any such loss, claim, demand, liability, cost, damage orexpense. 8. Title. The registration ofand title to the Aircraft shall be in the name ofthe Targaryen, LLC and the Aircraft, at all times during the term ofthis Agreement, shall bear United States registration markings. 9. Taxes. Targaryen LLC shall pay or cause to be paid all taxes incurred by reason ofownership of the Aircraft during the term ofthe Agreement, including personal property taxes. Boutique Air, Inc. shall pay all operating taxes, fees, and charges, including gasoline sales tax and any tax or fee assessed orcharged for the use ofany airport or facilities or for the use ofpremise occupied in any forced landings. 10. Assignment. Boutique Air, Inc. shall not assign the Lease or any interest in the Aircraft or sublet the Aircraft without the prior written consent ofTargaryen, LLC which may be withheld for any reason whatever. Subjectto the foregoing, the Lease inures to the benefitof, and is binding on, the successors andassigns ofthe parties.

Title Director ofLeasing

Title CEO