BEFORE the DEPARTMENT of TRANSPORTATION OFFICE of the SECRETARY WASHINGTON, D.C. ) Ap

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

______) Application of ) ) Breeze Aviation Group, Inc. ) Docket DOT-OST-2020-0019 ) for a certificate of public convenience and ) Necessity under 49 U.S.C. 41102 to engage ) In interstate scheduled air transportation ) ______)

SUPPLEMENT TO APPLICATION OF BREEZE AVIATION GROUP, INC.

Communications with respect to this document should be sent to:

Breeze Aviation Group, Inc. J. Parker Erkmann 23 Old Kings Highway South #202 Andrew Barr Darien, CT 06820 Breeze Aviation Group, Inc. Cooley LLP 1299 Pennsylvania Ave., NW #700 Washington, DC 20004 (202) 776-2036 [email protected]

Counsel for Breeze Aviation Group, Inc.

September 28, 2020

Notice: Any person who wishes to support to oppose this application must file an answer by October 19, 2020 and serve that answer on all persons served with this application. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 1 of 7

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

SUPPLEMENT TOAPPLICATION OF BREEZE AVIATION GROUP, INC.

Breeze Aviation Group, Inc. (“Breeze”) submits this supplement to its application for a

Certificate of Public Convenience and Necessity authorizing Breeze to engage in interstate scheduled air transportation of persons, property and mail pursuant to § 41102 of Title 49 of the

United States Code. The COVID-19 pandemic has challenged the aviation industry like no prior crisis. The dynamic circumstances have caused Breeze to make adjustments to its plans, including pushing out its anticipated commencement date, launching with scheduled service rather than charter services and postponing the delivery of A220 aircraft until August 2021. Despite these headwinds, Breeze’s experienced, capable team remains undeterred. As affirmed in this supplement, Breeze is fit, willing and able to hold and exercise the scheduled passenger authority. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 2 of 7

Breeze’s strategy remains bringing low-cost, nonstop services to mid-size markets

abandoned by our current air transportation network.1 As major airlines retrench their networks

in response to decreased travel demand, Breeze sees even more opportunities to serve smaller cities

currently reachable, if at all, only through connections and the corresponding increased travel

times. By flying a smaller aircraft with a lower trip cost, there are hundreds and hundreds of city pairs that can support a nonstop flight. Each city Breeze serves will realize significant public

interest benefits from the introduction of its low-fare, high-quality service.

This filing will update Breeze’s proposed network and schedule, update the Department concerning incremental changes to Breeze’s fleet plans and the corresponding impact on Breeze’s financial projections. Breeze enters the operational phase of its growth in a strong financial position. On August 28, 2020, Breeze raised approximately $83 million from equity investors through a Series A financing, providing it with more than adequate balance sheet strength to launch its new operations. This filing will describe and provide information about the new stockholders in Breeze and demonstrate that it remains a citizen of the United States. This pleading incorporates by reference the material submitted in support of Breeze’s application for authority and supplements the Application filed in February with additional, updated information.2

In support of this application for interstate scheduled authority to provide combination

services, Breeze states as follows:

1 Breeze had proposed to commence its operations by flying charters and subsequently introducing scheduled service. With the disruption in college sports caused by COVID-19, Breeze intends to commence operations with its scheduled service. 2 On February 7, 2020, Breeze filed in this docket DOT-OST-2020-0019 an Application for a Certificate of Public Convenience and Necessity under 49 U.S.C § 41102 (hereinafter “Application”) to engage in interstate scheduled air transportation. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 3 of 7

1. Breeze is in the process of securing a Federal Aviation Administration (“FAA”) air carrier certificate and Part 121 operations specifications. As of September 11, 2020, the FAA’s

Certification and Evaluation Program Office has accepted Breeze’s formal application package,

concluding that “Breeze has met all Gate 2 requirements and will now enter Phase 3 of the

certification process.”3 Breeze has since received approval to begin pilot and dispatcher training;

this training began on September 21, 2020.

2. Breeze is a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15). It

is a Delaware corporation initially formed on August 25, 2017. Since submitting the Application,

Breeze has conducted two rounds of financing resulting in the capital structure depicted in the

table below.

Breeze Aviation Group Capitalization Table % Shareholder Shares Ownership Citizenship David Neeleman 644,542 35.8% United States Trey Urbahn 46,078 2.6% United States Robert A. & Elizabeth A. Milton 11,163 0.6% United States Robert A. Milton 2012 Irrevocable Gift Trust 17,266 1.0% United States Michael F. Cronin 18,531 1.0% United States Michael P. Lazarus 33,775 1.9% United States Boerseuns LLC 13,187 0.7% United States T4S Solutions, LLC 22,490 1.3% United States Lukas Johnson 46,711 2.6% United States Thomas E. Anderson 24,904 1.4% United States Peterson Partners VIII, LP 95,409 5.3% United States Peterson Partners VIII Parallel, LP 18,746 1.0% United States Peterson Partners IX, LP 114,156 6.3% United States Peterson Breeze Coinvest, LLC 202,413 11.3% United States Everwind, LLC 5,180 0.3% United States BNM Ventures Fund I, LP 2,170 0.1% United States Blue Star Private Equity LLC 25,900 1.4% United States Amir Nasruddin 8,479 0.5% United States Jim Smith 4,240 0.2% United States Kyle Smith 4,240 0.2% United States

3 Letter of Mr. David Lusk to Mr. Amir Nasruddin (Sep. 11, 2020), attached hereto as Exhibit S- 1. Breeze’s Pre-application Statement of Intent was submitted as Exhibit S of the Application. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 4 of 7

Danny Cox 4,240 0.2% United States Texas Family Office4 101,206 5.6% United States Sandlot Opportunity Fund I, LLC 253,017 14.1% United States Deferred Compensation Subscribers 7,867 0.4% United States Friends and Family 45,684 2.5% United States Employee Stock Purchase Plan 5,242 0.3% United States RSUs Granted at Closing 21,466 1.2% United States Unallocated Shares under 2020 Equity Incentive Plan 27,334* Total Issued and Outstanding 1,798,302

* Unallocated shares are not reflected in the total share count.

All of its equity is owned by U.S. citizens. Additional information about the citizenship of the investors is provided in Exhibit 1 and referenced confidential Exhibits. Breeze’s Second Amended

& Restated Articles of Incorporation (“Articles”) are attached as Exhibit 2, and information supporting the citizenship of Breeze’s managing officers and board of directors is provided in

Exhibit F.

Breeze President and Chief Executive Officer David Neeleman is a U.S. citizen. All of

Breeze’s officers are U.S. citizens. Breeze has six members of its Board of Directors, and all of

them are U.S. citizens.5

Board of Directors of Breeze Aviation Group, Inc.

Member Citizenship

David Neeleman United States

Trey Urbahn United States

4 This Series A investor is a Delaware limited partnership that makes investments on behalf of a family based in Texas (“Texas Family Office”) that is owned by family members, trusts for their benefit and employees of the Texas Family Office. See Exhibit 7. 5 Section 3.2 of the Articles provides for the election of seven (7) directors, but the Amended & Restated Stockholders Agreement Section 4.1(a)(ii) (submitted confidentially as Exhibit 4) provides that David Neeleman shall have the right to cast the vote of each vacant seat on the board for matters coming before the Board. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 5 of 7

Robert Milton United States

Henri Courpron United States

Michael Lazarus United States

Clint Peterson United States

An affidavit of citizenship is attached as Exhibit E. In addition, the Articles provide for a foreign stock registry that will further ensure that Breeze remains a citizen of the United States. Any non-

U.S. citizen that acquires shares of stock of Breeze must register its stock on the foreign stock

registry in order to vote those shares. Any such stock is registered on a first-come, first-served

basis. If the ownership by non-U.S. citizens ever exceeds 25%, the shares held by foreign citizens

above that amount automatically lose the right to vote.6

3. Breeze has agreed to acquire sixty (60) Airbus 220-300 aircraft produced in Mobile,

Alabama with deliveries now beginning in August 2021 that are ideally suited for introducing

nonstop flights to the mid-size markets that Breeze intends to serve. Prior to the A220 deliveries,

Breeze intends to initiate service with Embraer E190/E195 aircraft equipped with 108 or 118 seats

respectively. Details of Breeze’s fleet plan can be found in Exhibit N. Although adjustments have been made to its plans, Breeze’s mission of providing nonstop service to underserved markets

across the country remains unchanged.

4. For FAA certification, Breeze will conduct line maintenance at its facility in Islip,

New York (“ISP”) and has contracted with Embraer in Nashville, Tennessee for heavy

maintenance. As the route system grows, Breeze will use a mix of contract and in-house

6 See Exhibit 2 at 26. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 6 of 7

maintenance providers. At all times maintenance will be conducted in accordance with Breeze’s

FAA-approved maintenance program.

5. Complete information in support of Breeze’s fitness for interstate scheduled air

transportation of passengers, property and mail is contained in Exhibits A through V of this

application. There are no updates to the previously submitted information in response to 14 C.F.R.

Part 204.3(l), (m), (o), or (p). Letter designations of attachments correspond to section 204.3 of

the Department’s regulations; that is, Exhibit A is responsive to paragraph (a) of Section 204.3,

Exhibit B is responsive to paragraph (b), etc. Breeze requests confidential treatment of its specific

initial proposed markets, certain details of the revenue projections of its launch plans and certain

confidential agreements submitted under the motion for separate motion for confidential treatment

under 14 C.F.R. Part 302.12 submitted in support of the Application.

6. Additional documents expl aining the ownership and corporate governance of

Breeze, demonstrating its citizenship and explaining its financing plan can be found in Exhibits 1

through 8. A table of the Exhibits together with specific references to the fitness materials

submitted with the February Application and incorporated herein is attached.

7. Breeze requests that this application be processed by the use of expedited non-

hearing procedures. The use of expedited procedures will serve the public interest by facilitating

the introduction of Breeze’s innovative services as soon as possible.

WHEREFORE, the Breeze requests that the Department issue a Certificate of Convenience

and Necessity authorizing it to provide interstate scheduled air transportation of passengers,

property and mail. DOT-OST-2020-0019 Application of Breeze Aviation Group, Inc. Page 7 of 7

Respectfully Submitted,

Dated: September 28, 2020 J. Parker Erkmann Andrew Barr Breeze Aviation Group, Inc. Cooley LLP 1299 Pennsylvania Ave., NW #700 Washington, DC 20004 (202) 776-2036 [email protected]

Counsel for Breeze Aviation Group, Inc.

Exhibit A

Response to §204.3(a)

The name, address, and telephone number of the applicant:

Breeze Aviation Group, Inc. 23 Old Kings Highway South #202 Darien, CT 06820 Telephone: 203-202-7147

Exhibit B

Response to §204.3(b)

Form of the Applicant’s organization:

Breeze Aviation Group, Inc. is a corporation.

Exhibit C

Response to §204.3(c)

State law(s) under which applicant is organized:

Breeze Aviation Group, Inc. is organized under the laws of the State of Delaware.

Breeze was initially organized on August 25, 2017.

Exhibit D

Response to §204.3(d)

Certificate of Good Standing:

Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY "BREEZE AVIATION GROUP, INC." IS DULY

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD

STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS

OF THIS OFFICE SHOW, AS OF THE TWENTY-FOURTH DAY OF SEPTEMBER, A.D.

2020.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE

BEEN FILED TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE

BEEN PAID TO DATE.

6522585 8300 Authentication: 203724401 SR# 20207453153 Date: 09-24-20 You may verify this certificate online at corp.delaware.gov/authver.shtml

Exhibit E

Response to §204.3(e)

Sworn affidavit of citizenship:

Exhibit F

Response to §204.3(f)

Key Personnel of Breeze Aviation Group, Inc.

No. Key Personnel Current Title Citizenship Exhibit No. 1. David Neeleman Chief Executive Officer USA, Brazil, Previously Cyprus Submitted as Application Ex. F- 18 2. Lukas Johnson Chief Operating Officer USA Previously Submitted as Application Ex. F- 2 3. Trent Porter Chief Financial Officer USA Previously Submitted as Application Ex. F- 3 4. Tom Anderson Chief Operating Officer USA Previously Submitted as Application Ex. F- 4 5. Amir Nasruddin VP, Technical and USA Previously Aircraft Programs Submitted as Application Ex. F- 5 6. Trey Urbahn Board Member USA Previously Submitted as Application Ex. F- 6 7. Doreen DePastino VP, Inflight, Station USA Previously Operations and Guest Submitted as Services Application Ex. F- 7 8. Jim Smith VP, Corporate Real USA Previously Estate and Airport Submitted as Development Application Ex. F- 8 9. Gabrielle Smith Director of Safety USA Previously Submitted as Ex. F-9

8 Since submitting their resumes and questionnaires, Breeze key personnel have purchased equity in the company as reflected in the capitalization table provided in the text of this supplement and Exhibit 1.

No. Key Personnel Current Title Citizenship Exhibit No. 10. Chis Owens Director of Operations USA Exhibit F-1

11. John McKinnon Chief Pilot USA Exhibit F-2

12. Billy Rumzi Director of Maintenance USA Previously Submitted as Application Ex. F- 12 13. Marco Nogueira Chief Inspector USA Previously Submitted as Application Ex. F- 13 14. Kyle Smith Corporate Secretary, USA Previously Director of Technology Submitted as & Innovation Application Ex. F- 14 15. Robert Milton Board Member USA Exhibit F-3

16. Henri Courpron Board Member USA Exhibit F-4

17. Michael Lazarus Board Member USA Exhibit F-5

18. Clint Peterson Board Member USA Exhibit F-6

EXHIBIT F-1

Confidential Treatment Requested Under § 302.12

QUESTIONNAIRE INDIVIDUALS Department of Transportation Inquiry for Breeze Aviation Group, Inc. (“Breeze”)

Key personnel include Directors, the President, Chief Executive Officer, Chief Operating Officer, all Vice Presidents, the Director and Supervisor of Operations, Safety, Maintenance and Finance, Chief Pilot and Chief Inspector. Key personnel also includes any other key officials who may not be involved with the day-to- day operation of Breeze Aviation Group, Inc., but who are primary stockholders and/or whose influence on the actions or policies of Breeze is, or potentially could be, substantial.

In answering these questions, a "substantial interest" is defined as the beneficial control of 10% or more of the outstanding voting stock of Breeze.

For each key person listed above, please state:

1. Your name and address:

Christopher R. Owens REDACTED

2. Please provide a detailed resume setting forth your experience. The resume should have no gaps in time between jobs or should explain your activities (consultant, etc.) during the gaps.

Attached

3. The number of shares of stock held by you.

Zero shares held

Confidential Treatment Requested Under § 302.12

Breeze Aviation Group, Inc.

4. The citizenship and principal business of any person for whose account, if other than you individually, you hold such interest:

5. Your citizenship:

United States

6. Please state the officerships, directorships, shares of stock (if 10% or more) of the total voting stock outstanding and other interests you hold, or have held, (include the information for any person you may represent) in any air carrier, foreign air carrier, common carrier, persons substantially engaged in the business of aeronautics or persons whose principal business (in purpose or in fact) is the holding of stock in or control of any air carrier, common carrier, or persons substantially engaged in the business of aeronautics:

7. If you are related by blood or marriage to any key personnel or a person holding a substantial interest, please state that relationship:

8. Please list all actions and outstanding judgments for more than $5,000 against you or any person you represent, including the amount of each such judgment, the party to whom it is payable, and how long it has been outstanding:

9. Please list the number of actions and outstanding judgments of less than $5,000 against you or any person you represent, including the total amount owed on each such judgment:

- 2- Confidential Treatment Requested Under § 302.12

Breeze Aviation Group, Inc.

10. Please list all pending investigations, enforcement actions or formal complaints filed by the Department of Transportation, including the FAA, involving you, any person you may represent regarding compliance with the Federal Aviation Act or orders, rules, regulations or requirements issued pursuant to the statute and any corrective actions taken:

- 3- Confidential Treatment Requested Under § 302.12

Breeze Aviation Group, Inc.

11. Please provide a description of all charges of unfair, deceptive or anticompetitive business practices or of fraud, felony or antitrust violations brought against you or any person you represent, in the past ten (10) years. The description should include the disposition and current status of each such proceeding:

12. Please describe any aircraft accident or incidents experienced by you or any person you represent which remains under investigation by the FAA, the NTSB, or by any other entity. Include the date of the occurrence, the type of flight, the number of passengers and crew on board and an enumeration of injuries or fatalities, and a description of the damage to the aircraft. Provide the FAA and NTSB file numbers and the status of the investigations, including enforcement actions initiated against the carrier and/or you. Also include any positive actions taken to prevent an occurrence of similar events.

Signature:

Print name: Christopher R. Owens

Dated: 6-22-2020

- 4- Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 • Led the training organization through the biennial IOSA and periodic FAA audits. • Effectively managed extensive and critical relationships with ALPA, the FAA, and various internal/external industry professionals. • Developed strategic plans and budgets and led initiatives to identify efficiencies and best practices in order to reduce costs and improve overall productivity. • Provided out-front leadership, mentoring, and coaching to staff to ensure their well-being and professional development. • Created an environment that promoted hard work, teamwork, collaboration, empowerment, and individual and social responsibility. • Promoted the company’s purpose, values, and strategic goals throughout the organization.

VIRGIN AMERICA Manager, Flight Operations Training January 2011 – June 2014

• A-319/320/321 captain, simulator and line check pilot, and APD. • Project managed transition to new San Francisco training center, including the Miami and Dallas training operations draw-down, new simulator installation, certification, and opening of training center. • Managed flight crew training center and staff. • Managed Miami and Dallas contract satellite training centers, including staff of instructors, check pilots, and APDs. • Spearheaded the RNP training program rollout and qualification of all company pilots. • Liaised with FAA POI and APM on all matters associated with the ADE program and the regulatory maintenance of all company instructors, check pilots, and APDs • Managed the FAA approved training program curricula to ensure regulatory compliance with all phases of training. • Assisted in the biennial IOSA audits and periodic FAA and internal audits. • Employed continuous improvement processes to improve efficiency and enhance the quality of flight crew training proficiency and performance. • Managed the annual simulator certification to ensure regulatory compliance and uninterrupted training.

VIRGIN AMERICA Airbus First Officer/Simulator Instructor March 2010 – December 2010

ABX AIR INC. (Airborne Express) Night Operations Chief Pilot/Flight Operations Duty Officer (FODO) 2007 – 2009

Managed functions of complex operation for cargo air carrier company with over $1.5 billion in annual revenue, 8,000 + employees, 100 + aircraft, and 98% service reliability. Progressed through roles of increasing responsibility and diversity with accountability for complex training/standardization and flight operations for the central hub of the organization.

• DC-9 Flight Training/Standards Captain, Line, Simulator, and Aircraft Check Pilot (All Checks), APD, 142 Training Center Examiner (TCE) • Coordinated operations among several hundred crew members, crew scheduling, dispatch, maintenance, and ground personnel during peak operations. • Responded to and managed aircraft incidents, operational system failures, service problems, labor grievances, disciplinary issues, and random drug/alcohol testing of Confidentialpersonnel. Treatment Requested Under § 302.12 • Interfaced with the FAA on regulatory issues and policy changes affecting flight operations. • Improved operating performance through process improvements and procedural changes resulting in fuel savings, reduced emissions, and lower operating costs.

ABX AIR INC. (Airborne Express) Assistant Manager, Flight Training and Standards, DC-9 Fleet 1997 – 2009

DC-9 Flight Training/Standards Captain, Line, Simulator, and Aircraft Check Pilot (All Checks), APD, 142 Training Center Examiner (TCE)

• Conducted all aspects of simulator training/checking, including initial, recurrent, proficiency and transition training as well as ATP and Type certification. • DC-9 Functional Check Flight (FCF) Pilot • Conducted DC-9 aircraft training and initial operating experience (IOE). • Developed standard operating procedures (SOP), new training curricula, and programs for the fleet to improve flight crew performance and enhance safety. • Meticulously and regularly updated 500 + pilots’ duty and performance records meeting strict regulatory compliance.

ABX AIR INC. (Airborne Express) DC-9 First Officer 1995 – 1997

TRANS WORLD AIRLINES (TWA) 1989 - 1995 International and Domestic Flight Engineer, L-1011, B-727, Check Engineer

• Managed international and domestic line flight engineer training, including managing complex instruction, regular validation/line checks, and probationary evaluations of all Boeing 727 flight engineers. • Evaluated and optimized operational standards, developed SOP and new training curricula.

BROCKWAY AIR, INC. 1988 - 1989 BE-1900 First Officer

MALL AIRWAYS, INC. 1988 BE-90, BE-99 First Officer

EDUCATION

Master of Business Administration (MBA), General Management Xavier University, Cincinnati, OH

Bachelor of Science (BS) Aeronautics Embry Riddle Aeronautical University, Daytona Beach, FL

Project Management Professional (PMP/CPM) Xavier University, Cincinnati, OH

Confidential Treatment Requested Under § 302.12

EXHIBIT F-2

Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc.

4. The citizenship and principal business of any person for whose account, if other than you individually, you hold such interest:

5. Your citizenship:

United States

7. If you are related by blood or marriage to any key personnel or a person holding a substantial interest, please state that relationship:

9. Please list the number of actions and outstanding judgments of less than $5,000 against you or any person you represent, including the total amount owed on each such judgment:

- 2- Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc.

- 3- Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 M. John McKinnon REDACTED

REDACTED

OBJECTIVE: Chief Pilot position with Breeze Aviation Group

AIRMAN CERTIFICATES AND RATINGS: Airline Transport Pilot: DA-10, B-737, B-757, B-767 & A-320 Type Ratings Commercial Privileges: ………………….……….………….….……………. Airplane SEL Flight Engineer: ……………………….……………….………..………. Turbojet Powered Flight Instructor……………………………………………...... Multi-Engine, Instrument Medical Certificate: ………………………...………………………………...…… FAA Class I

FLIGHT TIME: TOTAL 18,300 Pilot-in-Command...... 15,300 Airplane Single Engine.....1330 Pilot-in-Command Jet...... 12,900 Turboprop…………………...... 530 Multiengine Jet...... …….....15,700

WORK EXPERIENCE: Assistant Chief Pilot, Breeze Aviation, Salt Lake City, UT. Dec, 2019 to Present Captain/Check Pilot, Alaska Airlines, Seattle, WA. Jan. 2018 to July 2019. *Captain Airbus 320 (A-320) Flights throughout U.S., Hawaii and Mexico. * Mandatory retirement at Age 65 (Virgin America Merged with Alaska Airlines in January 2018). Captain/Check Pilot, Virgin America, Burlingame, CA. Mar 2007 to Jan 2018. *Captain Airbus 320 (A-320) Flights throughout U.S., Hawaii and Mexico. Captain/Check Pilot, Primaris Airlines, Las Vegas, NV. Nov. 2004 to Mar 2007. * Line & Simulator Check Airman Boeing 757. Flights throughout Europe, Asia, Caribbean, Central and South America. Line Pilot, North American Airlines, Jamaica, NY. Feb. 2003 to Nov. 2004 * First Officer Boeing 757/767. Flights throughout Europe, Pacific, Caribbean Line Pilot, National Airlines, Las Vegas, NV. Oct. 1999 to Nov. 2002. * Captain Boeing 757 (B-757). Flights throughout U.S. Line Pilot, Winair Airlines, Salt Lake City, UT. May 1998 to July 1999. * First Officer Boeing 737 (B-737). Flights throughout U.S. Mexico, Caribbean. Line Pilot, Majestic Airlines, Salt Lake City, UT. April 1990 to Sept. 1991. * Captain Beech Airliner (BE-99). Flights throughout the U.S. Line Pilot, Bancjet Systems, Burbank CA. Jan. 1985 to Aug. 1986 * Captain Falcon 10 (DA-10). Flights throughout the U.S.

EDUCATION: MBA, Grad. School of Business, Univ. of San Diego, San Diego, CA. Aug. 1988 * Top 5 percent of class. BS, School of Engineering, University of Utah, Salt Lake City, UT. March 1982. * Graduated Cum Laude in Mining Engineering.

Confidential Treatment Requested Under § 302.12

EXHIBIT F-3

Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12

Breeze Aviation Group, Inc.

5. Your citizenship:

American

See attached additional biographical notes

7. If you are related by blood or marriage to any key personnel or a person holding a substantial interest, please state that relationship:

None

9. Please list the number of actions and outstanding judgments of less than $5,000 against you or any person you represent, including the total amount owed on each such judgment:

None

- 3- Confidential Treatment Requested Under § 302.12

Breeze Aviation Group, Inc.

None

Signature:

Print name: Robert A. Milton

Dated: June 23, 2020

- 4- Confidential Treatment Requested Under § 302.12

Robert A. Milton

Robert A. Milton is Lead Director of Air Lease Corporation and a member of the Board of Directors of Cathay Pacific Airways Limited and Breeze Aviation Group, Inc. He also serves as an advisor to CAE, Inc. He is past Chairman of the Board of United Continental Holdings, Inc. He is a Trustee of the Georgia Tech Foundation, and also a past Chairman of the Georgia Tech Advisory Board; he is Board Member Emeritus of the Smithsonian National Air and Space Museum.

Mr. Milton was the Chairman and Chief Executive Officer of ACE Aviation Holdings, Inc. ("ACE") from 2004 until 2012. ACE was the parent holding company of the reorganized Air Canada as well as Aeroplan LP (now AIMIA Inc.) and Air Canada Jazz (now Chorus Aviation Inc). Mr. Milton was the Chairman of Air Canada, Aeroplan, and Jazz from 2004 through 2007. From 1999 until 2004, Mr. Milton was President and Chief Executive Officer of Air Canada and prior to that he held the position of Executive Vice President and Chief Operating Officer. Mr. Milton started his career at Air Canada in 1992 on a consulting basis and then assumed increasingly responsible positions in cargo operations, scheduling, product design, advertising, in-flight service and marketing. Mr. Milton is a former director of US Airways, Inc., AirAsia, Bhd, and TAP Portugal.

Prior to joining Air Canada, Mr. Milton was a founding partner in Air Eagle Holdings Inc. and an independent commercial aviation consultant to British Aerospace Limited. Mr. Milton served as Chair of the International Air Transport Association's Board of Governors from 2005 to 2006.

Mr. Milton received his Bachelor of Science degree in Industrial Management from the Georgia Institute of Technology in 1983.

Confidential Treatment Requested Under § 302.12 ROBERT A. MILTON (ADDITIONAL BIOGRAPHICAL NOTES)

1992 Joined Air Canada in a consulting capacity 1992 1996 Senior Director, Scheduling Vice President, Scheduling and Product Management Senior Vice President, Marketing and In-Flight Service 1996-1999 Executive Vice President and Chief Operating Officer 1999-2004 President and Chief Executive Officer Air Canada September 30, 2004 to December 31, 2007 Chairman of Air Canada 2004-2011 Chairman, President and Chief Executive Officer ACE Aviation Holdings Inc. 2011-2012 Chairman and Chief Executive Officer ACE Aviation Holdings Inc.

2005-2006 Chairman of the Board of Governors of IATA

2005-2006 Director US Airways

2010- Lead Director Air Lease Corporation

November 2011 Advisor to CAE

June 2013 - June 2015 Director AirAsia Berhad

May 2014 February 2020 Advisor to Aimia Inc.

Nov. 2015 June 2017 Director TAP Portugal

March 2016 May 2018 Director United Continental Holdings

May 2019 Director Cathay Pacific Airways Limited

June 2020 Director Breeze Aviation Group, Inc.

Confidential Treatment Requested Under § 302.12

EXHIBIT F-4

Confidential Treatment Requested Under § 302.12 QUESTIONNAIRE INDIVIDUALS

Department of Transportation Inquiry for Breeze Aviation Group, Inc. (“Breeze”)

Key personnel include Directors, the President, Chief Executive Officer, Chief Operating Officer, all Vice Presidents, the Director and Supervisor of Operations, Safety, Maintenance and Finance, Chief Pilot and Chief Inspector. Key personnel also includes any other key officials who may not be involved with the day-to• day operation of Breeze Aviation Group, Inc., but who are primary stockholders and/or whose influence on the actions or policies of Breeze is, or potentially could be, substantial.

In answering these questions, a "substantial interest" is defined as the beneficial control of 10% or more of the outstanding voting stock of Breeze.

For each key person listed above, please state:

1. Henri Courpron, REDACTED

2. Please provide a detailed resume setting forth your experience.

See Attached

3. The number of shares of stock held by you. See Cap Table

4. The citizenship and principal business of any person for whose account, if other than you individually, you hold such interest: N/A

5. Your citizenship: USA

Director, TAP Portugal Airline from November 2015 to July 2017; Director, Azul airlines from March 2015 to June 2020, Various positions at Airbus from September 1997 to April 2017; President, Seabury Aerospace from April 1997 to May 2010; CEO ILFC from May 2010 to May 2014; Chairman Plane View Partners LLC since May 2010.

Confidential Treatment Requested Under § 302.12

7. If you are related by blood or marriage to any key personnel or a person holding a substantial interest, please state that relationship: N/A

9. Please list the number of actions and outstanding judgments of less than $5,000 against you or any person you represent, including the total amount owed on each such judgment: None

Confidential Treatment Requested Under § 302.12 11. Please provide a description of all charges of unfair, deceptive or anticompetitive business practices or of fraud, felony or antitrust violations brought against you or any person you represent, in the past ten (10) years. The description should include the disposition and current status of each such proceeding: None.

Signature:

Print name: Henri Courpron

Dated: June 24, 2020

Confidential Treatment Requested Under § 302.12

Henri Courpron

Senior executive from the aircraft leasing, aerospace and airline industry with extensive international experience, strong leadership skills and a wide-ranging track record in business development and M&A.

Henri Courpron is the Chairman of Plane View Partners (“PVP”), an aviation and aerospace advisory firm he co-founded in May 2014.

Before founding Plane View Partners, Henri was Chief Executive Officer of International Lease Finance Corporation ("ILFC") from May 2010 through the completion of the sale to AerCap in May 2014.

Prior to joining ILFC, Henri was President at Seabury Aviation & Aerospace, an advisory and investment banking firm in New York from April 2007 to May 2010

Henri also served a 20-year career with Airbus (September 1987 to April 2007) where he reached the position of Executive Vice President, Procurement at Airbus headquarters in Toulouse, France and also held a number of other executive positions including President and Chief Executive Officer of Airbus, North America.

Henri was born in Lyon, France in 1963. He earned his Master’s degree in Computer Science in September 1985 from Ecole Nationale Supérieure d’Electrotechnique d’Electronique d’Informatique et d’Hydraulique (ENSEEIHT) in Toulouse, France, followed by 2 years of specialization in Artificial Intelligence from September 1985 to September 1987 at Université Paul Sabatier in Toulouse, France.

He lives in Los Angeles, California, with his wife Jennifer and has dual French and US citizenships.

Confidential Treatment Requested Under § 302.12 EXHIBIT F-5

Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 Confidential Treatment Requested Under § 302.12 EXHIBIT F-6

Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc.

QUESTIONNAIRE INDIVIDUAL Department of Transportation Inquiry for Breeze Aviation Group, Inc. (“Breeze”)

Key personnel include Directors, the President, Chief Executive Officer, Chief Operating Officer, all Vice Presidents, the Director and Supervisor of Operations, Safety, Maintenance and Finance, Chief Pilot and Chief Inspector. Key personnel also includes any other key officials who may not be involved with the day-to• day operation of Breeze Aviation Group, Inc., but who are primary stockholders and/or whose influence on the actions or policies of Breeze is, or potentially could be, substantial.

In answering these questions, a "substantial interest" is defined as the beneficial control of 10% or more of the outstanding voting stock of Breeze.

For each key person listed above, please state:

1. Your name and

address:

Clinton R. Peterson REDACTED

2. Please provide a detailed resume setting forth your experience. The resume should have no gaps in time between jobs or should explain your activities (consultant, etc.) during the gaps.

Stanford University: 1997-2003 BA in International Relations 2 year sabbatical from 1998-2000 to do volunteer work in Latin America Soros Private Equity: 2003-2005 Investment professional Harvard Business School: 2005-2007 MBA TowerBrook Capital Partners: 2007-2012 Investment professional Peterson Partners: 2012-Present Investment professional Azul Airlines Board of Directors (Observer) (2013 – 2016) Breeze Airways Board of Directors (Aug 2020 – Present)

- 2- Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc.

3. The number of shares of stock held by you. Zero

4. The citizenship and principal business of any person for whose account, if other than you individually, you hold such interest: USA

5. Your citizenship:

USA

7. If you are related by blood or marriage to any key personnel or a person holding a substantial interest, please state that relationship: None

9. Please list the number of actions and outstanding judgments of less than $5,000 against you or any person you represent, including the total amount owed on each such judgment: None

None

- 3-

Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc.

None

Signature:

Print name: Clint Peterson

Dated: 9/11/20

- 4- Confidential Treatment Requested Under § 302.12

Exhibit G

Response to §204.3(g)

Substantial interest holders:

Mr. Neeleman is the sole substantial interest holder. His information has been provided as Exhibit F-1.

Exhibit H

Response to §204.3(h)

Applicant’s subsidiaries:

Breeze Aviation Group, Inc. has no subsidiaries.

Exhibit I

Response to §204.3(i)

List of the Applicant’s shares of stock:

Breeze Aviation Group, Inc. does not have any stock in, or control of, any air carrier, foreign air carrier, common carrier, or other person substantially engaged in the business of aeronautics.

Exhibit J

Response to §204.3(j)

SEC reports:

Breeze Aviation Group, Inc. is a private corporation and does not submit reports to the

Securities and Exchange Commission.

Exhibit K

Response to §204.3(k)

Financial Statements

Accounting Policies

The financial statements provided have been prepared in accordance with generally accepted accounting principles. Trenton Porter, CPA, the Chief Financial Officer of Breeze Airways and Peter Fiene, Managing Partner at Plane View Partners, LLC prepared the exhibits and financial statements.

The 2018 Income Statement and Balance Sheet include all activities since inception of the corporation in August 2017.

Cash and Cash Equivalents: Cash and cash equivalents consist of investments with a three- month or shorter maturity.

Passenger Revenues: Includes both scheduled service revenue and air related ancillary revenues and is recognized when passenger travel occurs. Prior to travel, the liability is recognized in Air Traffic Liability.

Depreciation and Amortization: Fixed assets are depreciated on a straight-line basis to their estimated residual value, with useful lives depending on the asset type.

Capitalized Interest: Interest related to pre-delivery deposits is capitalized and depreciation begins when the asset is placed in-service and continues over the lease term or estimated useful life of the asset.

Breeze Aviation Group, Inc Exhibit K: Income Statement

2018 2019 Jan-Aug 2020 Pre-Operating Expenses (Accrual) Proving Runs - - - Salaries, Wages & Benefits 62,093 1,307,555 4,869,317 Facilities Rent & Utilities - 86,093 341,036 Aircraft Maintenance - - - Aircraft Rent - - - Depreciation & Amortization - - 25,301 Sales & Marketing - 3,678 27,728 Consulting 626,107 941,312 2,566,777 Travel 27,060 94,695 230,250 Insurance - 1,100 5,500 IT (Non-Capex) 7,133 97,054 1,037,922 Other Operating Expenses 23,033 270,807 510,905 Total Pre-Operating Expenses 745,425 2,802,293 9,614,737

Other (Income) / Expense Interest Expense - 6,194 159,027 Other Income - (278) (10,073) Total Other Expense - 5,915 148,953

Net Income / (Loss) (745,425) (2,808,209) (9,763,690) Breeze Aviation Group, Inc Exhibit K: Balance Sheet

As of As of As of Dec-18 Dec-19 Sep-20 Assets Current Assets Cash & Cash Equivalents 124,233 1,539,019 83,154,934 Prepaid Expenses - - - Deposits - 6,972 6,972 Total Current Assets 124,233 1,545,991 83,161,906 Fixed Assets Aircraft Pre-Delivery Deposits 6,182,938 9,377,481 13,676,174 Other - - 2,543,889 Total Fixed Assets 6,182,938 9,377,481 16,220,063 Other Assets Aircraft Option Fees 600,000 600,000 600,000 Other Assets - - - Total Other Assets 600,000 600,000 600,000 Total Assets 6,907,172 11,523,471 99,981,969

Liabilities & Equity Current Liabilities Accrued Expenses 16,003 13,815 1,774,338 Other Current Liabilities 6,594 51,490 1,050,316 Total Current Liabilities 22,597 65,305 2,824,655 Long-term Liabilities Notes Payable 200,000 2,556,800 6,947,042 Total Long-term Liabilities 200,000 2,556,800 6,947,042 Total Liabilities 222,597 2,622,105 9,771,697

Equity Owner's Equity 7,430,000 11,709,575 102,782,171 Retained Earnings (745,425) (2,808,209) (12,571,899) Total Equity 6,684,575 8,901,366 90,210,272 Total Liabilities & Equity 6,907,172 11,523,471 99,981,969

Exhibit L

Response to §204.3(l)

List of all actions and outstanding judgments for more than $5,000:

Except as described in Exhibit P, there are no such actions or outstanding judgments.

Exhibit M:

Response to §204.3(m)

Actions and outstanding judgments of less than $5,000

There are no such actions or outstanding judgments.

Exhibit N

Response to §204.3(n)

Description of the Applicant’s fleet of aircraft:

Aircraft and Aircraft Financing Plan

Embraer E190/E195 aircraft

Breeze intends to initiate service with Embraer E190/E195 aircraft equipped with 108 or 118 seats respectively. Breeze is in the process of finalizing leases with both Azul and Nordic Aviation Capital (NAC). Breeze anticipates these leases to be completed by early October and delivery of the first E195 from Azul by the end of October. The market for aircraft leases is currently favorable, and Breeze expects to be able to obtain all the necessary aircraft to fulfill its business plan.

A220-300 Aircraft

Breeze entered into a definitive agreement with Airbus on December 27th, 2018, for the purchase of sixty (60) firm order Airbus A220-300 aircraft (the “A220s”). Breeze secured this order with a substantial deposit payment and has since commenced making pre-delivery deposit payments (PDPs) on these aircraft. With the delay in start of its service, Airbus has agreed with Breeze to delay delivery of the first A220 for six months. The first of the A220s is scheduled for delivery in August 2021, the second in September 2021, the third in November 2021 and approximately one per month thereafter beginning in January 2022.

In October of 2019, Breeze entered into an agreement with a financing party, [REDACTED REDACTED ],9 to finance the PDP payments due to Airbus for the A220 deliveries at a seventy-five (75%) advance rate. The PDP financing includes the option for Breeze to finance the majority of the aircraft BFE under the same facility. Interest payments are to be capitalized and paid upon delivery for the first eighteen (18) aircraft; for subsequent aircraft, the airline will be required to pay interest monthly. Upon delivery of each aircraft, the Airline is required to settle the PDP financing balance attributable to that aircraft, including a financing fee payable to the financier. The balance of the PDP financing facility is capped at seventy million US dollars ($70,000,000) and will be available to Breeze until one year after the scheduled delivery of firm aircraft number 60.

In November of 2019, Breeze entered into an agreement with GE CAPITAL AVIATION SERVICES LLC (“GECAS”) for the financing of nine (9) of its first eighteen (18) A220 deliveries. Concurrent with delivery to Breeze, these aircraft are to be sold to GECAS and leased back subject to a twelve (12) year operating lease agreement. The sale price to GECAS will be sufficient to

9 The identity of the PDP financing partner is confidential and has been redacted from the public version of this filing pursuant to Rule 12. The financing agreement was submitted confidentially as Exhibit 4 to the Application.

Confidential Treatment Requested Under § 302.12

cover Breeze’s total cost for aircraft, including: the balance of the aircraft purchase price, the PDPs, the BFE, the PDP financing interest expense and transaction fees. The GECAS operating leases are subject to market terms and conditions, including commitment fees, monthly rentals, upfront security deposits, maintenance reserve compensation, delivery, and redelivery conditions. Breeze is currently engaged with the leasing community to execute further sale-and-leaseback transaction(s) for the remaining nine (9) of the first eighteen (18) A220 deliveries. Breeze expects to conclude the majority of the additional sale-and-leasebacks under substantially equivalent terms to the initial GECAS transactions. Combined, these transactions will secure Breeze’s A220 financing requirements through December 2022. Breeze has yet to determine its preferred financing strategy for subsequent A220 deliveries but is likely to consider a combination of operating leases and debt financing. As part of the purchase agreement, Airbus has committed backstop financing for a portion of the A220 order book.

Exhibit O

Response to §204.3(o)

Pending investigations, enforcement actions, and formal complaints filed by the Department, including the FAA:

There are no such investigations, enforcement actions or formal complaints.

Exhibit P:

Response to §204.3(p)

Description of all charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation.

In December 2019, Breeze Aviation Group, Inc. (“Breeze”) and David Neeleman were named in a complaint filed in the United States District Court for the District of Connecticut, alleging that Breeze’s hiring an employee of the plaintiff Canada Jetlines constituted an unfair business practice and/or an interference with plaintiff’s rights. See Canada Jetlines v. Breeze Aviation Group, Inc et al., Case No. 3:19-cv-01850-SRU. The allegations in the complaint were meritless. Indeed, the complaint asserts a baseless claim for damages – arising from the ordinary- course of business conduct of executive recruitment. Canada Jetlines has since been acquired by Global Crossing Airlines. Breeze and Global Crossing settled the lawsuit amicably without any funds changing hands. Global Crossing withdrew the Complaint with prejudice, and the parties agreed to look at opportunities for cooperation in the future. See Press Release, Global Crossing (Formerly Canada Jetlines) and Breeze Airways Settle Lawsuit Amicably; Look to Cooperate in Future (Jul. 2, 2020), https://www.bloomberg.com/press-releases/2020-07-02/global-crossing- formerly-canada-jetlines-and-breeze-airways-settle-lawsuit-amicably-look-to-cooperate-in-the- future

Exhibit Q

Response to §204.3(q)

Description of any aircraft accidents or incidents

Breeze has not experienced any aircraft accidents or incidents.

Exhibit R

Response to §204.3(r)

Brief narrative history of the Applicant

The narrative history of the Applicant has been provided in the primary text of the

Application as updated by this Supplement.

Exhibit S

Response to §204.3(s)

Authority under which the Applicant has conducted or is conducting transportation operations:

Breeze is applying for an air carrier certificate from the Federal Aviation Administration authorizing interstate, regularly scheduled air transportation with supplemental operations within the continental United States. The FAA Office and point person for Breeze’s FAA application are:

Cindy Robertson Certification Project Manager Safety Analysis & Promotion Division 13873 Park Center Road Hallmark Building, Suite 160 Herndon, VA 20171 [email protected] 571-335-2442

Ejhjubmmz!tjhofe!cz! EBWJE!C! EBWJE!C!MVTL! Ebuf;!3131/1:/25! MVTL 19;22;49!.21(11( Exhibit T

Response to §204.3(t)

Summary of the service to be operated if the application is granted

As noted in the text of this Supplement, Breeze has adjusted its plans to confront the challenges and take advantage of the opportunities caused by the COVID-19 pandemic. In March 2021, Breeze plans to introduce scheduled service on three routes from a southeastern United States airport to four points northeast, and from another airport farther south to four points in the northeast, southeast and the southern plains. See Exhibit T-1 at 1. In the subsequent months, Breeze will increase the number of destinations from the two initial airports and open another airport in the southeastern United States with service to points in the midwest, southern plains and northeast. See Exhibit T-1 at 2-4. Beginning in July, Breeze plans to initiate service from another airport in the southeast to points in the midatlantic, northeast and southern plains while increasing the number of destinations from its initial airports. See Exhibit T-1 at 5-6. In October, Breeze plans to begin service from two additional southeastern airports with service primarily to the northeast, see Exhibit T-1 at 7.

Also enclosed with this Application is an estimate of Breeze’s pre-operating costs. Since its formation in 2017, Breeze has, among other things, recruited a seasoned team of aviation professionals, analyzed its options for aircraft, secured financing and refined its commercial strategy in the face of the challenges of COVID-19. Altogether, pre-operating costs to date have amounted to $30.6 million.10 See Exhibit T-2. These expenses and capital expenditures have been paid by the capital contributions of Mr. Neeleman and other equity investors as well as by accessing the PDP-BFE Financing Facility, a $1 million Payroll Protection Plan loan and $400,000 in credit from the landlord of Breeze’s Salt Lake City landlord. Breeze projects that total pre- operating expenses will amount to approximately $57.5 million. Breeze has described its financing plans in Exhibit 8.

Following the initiation of service, Breeze foresees growth during the course of its first year of operations, as it inducts additional aircraft, hires additional people and develops its network. Breeze’s first-year projected income statement is attached as Exhibit T-3 and the assumptions underlying the projections are contained in Exhibit T-4 and Exhibit T-5. Moreover, the accounting assumptions listed in Exhibit K apply to these Exhibits as well. Breeze projects that three months of normalized operations under the Department’s financial fitness test will be approximately $36.6 million. Breeze believes these estimates are conservative. The projection includes a line item for “Other Operating Expenses” that includes travel, consulting, insurance, and facilities as well as another undesignated portion for unanticipated expenses. See Exhibit T- 3.

10 The column entitled “Inception through Launch-6” represents all activities from August 2017 through September 2020. Breeze’s projected balance sheet for the end of its first year of operations is attached as Exhibit T-6. EXHIBIT T-1

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 1

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 III 17:20 17:55 CCC 21:05 2:10 30 4571 8:40 9:20 4571 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 BBB 20:40 RON 12:55 BBB 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 BBB 20:40 RON

Totals

58:20 28 28 Weekly 28 28 56:00 7 7 Peak Daily 7 7

Block Hour Utilization System Departures 114:20 Weekly scheduled block hours 56 Weekly 5:26 Average daily scheduled block hours (w/o spare) 14 Peak Day 3 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 2

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 III 17:20 RON 13:10 JJJ 15:55 1:45 30 47 3:30 3:50 47 1:55 16:25 JJJ 17:20 17:55 CCC 21:05 2:10 30 47 4:20 4:40 47 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 BBB 20:40 RON 12:55 BBB 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 BBB 20:40 RON 13:15 MMM 14:05 1:50 30 51 3:40 3:30 51 1:45 14:35 MMM 17:20 17:55 CCC 21:05 2:10 30 51 4:20 4:40 51 2:20 21:35 CCC 22:55 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON

Totals

90:10 44 44 Weekly 44 44 88:10 20 20 Peak Daily 20 20

Block Hour Utilization System Departures 178:20 Weekly scheduled block hours 88 Weekly 4:14 Average daily scheduled block hours (w/o spare) 40 Peak Day 6 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 3

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 III 17:20 RON 13:10 JJJ 15:55 1:45 30 47 3:30 3:50 47 1:55 16:25 JJJ 17:20 17:55 CCC 21:05 2:10 30 47 4:20 4:40 47 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 BBB 20:40 RON 12:55 BBB 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 BBB 20:40 RON 13:15 MMM 14:05 1:50 30 51 3:40 3:30 51 1:45 14:35 MMM 17:20 17:55 CCC 21:05 2:10 30 51 4:20 4:40 51 2:20 21:35 CCC 22:55 RON

Weekly Block Hours DOW BH DEP Orig ARR WWW DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 OOO 9:05 2:05 30 467 6:15 5:45 467 1:55 9:35 OOO 11:30 12:05 CCC 14:40 2:35 30 467 7:45 8:30 467 2:50 15:10 CCC 17:00 RON 13:10 BBB 16:05 1:55 30 467 5:45 6:15 467 2:05 16:35 BBB 17:40 18:15 PPP 20:25 2:10 30 467 6:30 6:00 467 2:00 20:55 PPP 22:55 RON 7:30 QQQ 9:40 2:10 30 467 6:30 6:30 467 2:10 10:10 QQQ 12:20 12:55 RRR 15:10 2:15 30 467 6:45 6:15 467 2:05 15:40 RRR 17:45 RON 11:55 SSS 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 51 2:40 2:40 51 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 UUU 19:40 RON

Confidential Treatment Requested Under § 302.12 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON

Totals

149:15 74 74 Weekly 74 74 147:50 20 20 Peak Daily 20 20

Block Hour Utilization System Departures 297:05 Weekly scheduled block hours 148 Weekly 4:42 Average daily scheduled block hours (w/o spare) 40 Peak Day 9 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 4

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 3456712 15:10 16:20 3456712 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 3456712 14:00 15:45 3456712 2:15 16:05 III 17:20 RON 13:10 JJJ 15:55 1:45 30 472 5:15 5:45 472 1:55 16:25 JJJ 17:20 17:55 CCC 21:05 2:10 30 472 6:30 7:00 472 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 472 5:00 4:15 472 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 472 4:00 5:30 472 1:50 19:50 BBB 20:40 RON 12:15 LLL 14:05 1:50 30 472 5:30 7:45 472 2:35 14:35 LLL 17:10 WWW 17:40 LLL 20:00 2:20 30 472 7:00 5:00 472 1:40 20:30 LLL 22:10 RON 12:55 BBB 15:35 1:40 30 351 5:00 4:15 351 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 351 4:00 5:30 351 1:50 19:50 BBB 20:40 RON 13:15 MMM 14:05 1:50 30 351 5:30 5:15 351 1:45 14:35 MMM 17:20 17:55 CCC 21:05 2:10 30 351 6:30 7:00 351 2:20 21:35 CCC 22:55 RON 7:30 NNN 9:20 1:50 30 351 5:30 6:30 351 2:10 9:50 NNN 12:00 WWW 12:30 NNN 14:30 2:00 30 351 6:00 5:00 351 1:40 15:00 NNN 16:40 RON

Weekly Block Hours DOW BH DEP Orig ARR WWW DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 OOO 9:05 2:05 30 467 6:15 5:45 467 1:55 9:35 OOO 11:30 12:05 CCC 14:40 2:35 30 467 7:45 8:30 467 2:50 15:10 CCC 17:00 RON 13:10 BBB 16:05 1:55 30 467 5:45 6:15 467 2:05 16:35 BBB 17:40 18:15 PPP 20:25 2:10 30 467 6:30 6:00 467 2:00 20:55 PPP 22:55 RON 7:30 QQQ 9:40 2:10 30 467 6:30 6:30 467 2:10 10:10 QQQ 12:20 12:55 RRR 15:10 2:15 30 467 6:45 6:15 467 2:05 15:40 RRR 17:45 RON 8:10 JJJ 11:40 2:30 30 467 7:30 8:00 467 2:40 12:10 JJJ 13:50 14:25 TTT 15:45 1:20 30 467 4:00 4:00 467 1:20 16:15 TTT 17:35 RON 11:55 SSS 14:00 2:05 30 351 6:15 5:00 351 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 351 4:30 5:30 351 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 351 6:00 5:30 351 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 351 4:00 4:00 351 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 351 4:15 5:45 351 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 351 5:15

Confidential Treatment Requested Under § 302.12 4:00 351 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 351 8:00 8:45 351 2:55 12:20 HHH 14:15 14:50 AAA 17:45 1:55 30 351 5:45 6:15 351 2:05 18:15 AAA 19:20 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 467 7:00 7:45 467 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 467 5:15 4:45 467 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 467 7:00 7:45 467 2:35 9:50 CCC 12:25 13:00 RRR 14:35 2:35 30 467 7:45 7:15 467 2:25 15:05 RRR 18:30 RON 13:00 OOO 15:35 2:35 30 467 7:45 4:15 467 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 467 4:15 7:00 467 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 467 8:00 7:30 467 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 467 9:00 8:00 467 2:40 16:55 LLL 20:35 RON 9:20 AAA 10:55 1:35 30 351 4:45 5:15 351 1:45 11:25 AAA 13:10 16:35 JJJ 18:50 2:15 30 351 6:45 7:00 351 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 351 7:45 3:45 351 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 351 4:00 7:00 351 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 351 7:30 6:45 351 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 351 8:15 7:15 351 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 351 7:30 6:45 351 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 351 4:45 4:30 351 1:30 15:05 TTT 17:35 RON

Totals

299:20 146 146 Weekly 146 146 297:10 28 28 Peak Daily 28 28

Block Hour Utilization System Departures 596:30 Weekly scheduled block hours 292 Weekly 7:06 Average daily scheduled block hours (w/o spare) 56 Peak Day 12 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 5

Weekly Block Hours DOW BH DEP Orig ARR VVV DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 AAA 10:00 2:00 30 3456712 14:00:00 14:35:00 3456712 2:05 10:30 AAA 12:35 13:10 BBB 15:10 2:00 30 3456712 14:00:00 14:35:00 3456712 2:05 15:40 BBB 17:45 RON 9:10 CCC 12:00 2:50 30 3456712 19:50:00 21:00:00 3456712 3:00 12:30 CCC 15:30 16:05 MMM 17:35 2:30 30 3456712 17:30:00 16:20:00 3456712 2:20 18:05 MMM 21:35 RON

Confidential Treatment Requested Under § 302.12 11:55 SSS 14:00 2:05 30 351 6:15 5:00 351 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 351 4:30 5:30 351 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 351 6:00 5:30 351 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 351 4:00 4:00 351 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 351 4:15 5:45 351 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 351 5:15 4:00 351 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 351 8:00 8:45 351 2:55 12:20 HHH 14:15 14:50 AAA 17:45 1:55 30 351 5:45 6:15 351 2:05 18:15 AAA 19:20 RON

Totals

365:50 174 174 Weekly 174 174 362:30 28 28 Peak Daily 28 28

Block Hour Utilization System Departures 728:20 Weekly scheduled block hours 348 Weekly

Confidential Treatment Requested Under § 302.12 7:25 Average daily scheduled block hours (w/o spare) 56 Peak Day 14 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Months 6-7

Weekly Block Hours DOW BH DEP Orig ARR VVV DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 AAA 10:00 2:00 30 4571 8:00:00 8:20:00 4571 2:05 10:30 AAA 12:35 13:10 BBB 15:10 2:00 30 4571 8:00:00 8:20:00 4571 2:05 15:40 BBB 17:45 RON 9:10 CCC 12:00 2:50 30 4571 11:20:00 12:00:00 4571 3:00 12:30 CCC 15:30 RON

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 III 17:20 RON 13:10 JJJ 15:55 1:45 30 47 3:30 3:50 47 1:55 16:25 JJJ 17:20 17:55 CCC 21:05 2:10 30 47 4:20 4:40 47 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 BBB 20:40 RON 12:15 LLL 14:05 1:50 30 47 3:40 5:10 47 2:35 14:35 LLL 17:10 WWW 17:40 LLL 20:00 2:20 30 47 4:40 3:20 47 1:40 20:30 LLL 22:10 RON 12:55 BBB 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 BBB 20:40 RON 13:15 MMM 14:05 1:50 30 51 3:40 3:30 51 1:45 14:35 MMM 17:20 17:55 CCC 21:05 2:10 30 51 4:20 4:40 51 2:20 21:35 CCC 22:55 RON 7:30 NNN 9:20 1:50 30 51 3:40 4:20 51 2:10 9:50 NNN 12:00 WWW 12:30 NNN 14:30 2:00 30 51 4:00 3:20 51 1:40 15:00 NNN 16:40 RON

Weekly Block Hours DOW BH DEP Orig ARR WWW DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 OOO 9:05 2:05 30 47 4:10 3:50 47 1:55 9:35 OOO 11:30 12:05 CCC 14:40 2:35 30 47 5:10 5:40 47 2:50 15:10 CCC 17:00 RON 13:10 BBB 16:05 1:55 30 47 3:50 4:10 47 2:05 16:35 BBB 17:40 18:15 PPP 20:25 2:10 30 47 4:20 4:00 47 2:00 20:55 PPP 22:55 RON 7:30 QQQ 9:40 2:10 30 47 4:20 4:20 47 2:10 10:10 QQQ 12:20 12:55 RRR 15:10 2:15 30 47 4:30 4:10 47 2:05 15:40 RRR 17:45 RON 8:10 JJJ 11:40 2:30 30 47 5:00 5:20 47 2:40 12:10 JJJ 13:50 RON 11:55 SSS 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 51 3:00

Confidential Treatment Requested Under § 302.12 3:40 51 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 51 2:40 2:40 51 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 51 5:20 5:50 51 2:55 12:20 HHH 14:15 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 47 5:20 5:00 47 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 47 6:00 5:20 47 2:40 16:55 LLL 20:35 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 51 5:00 4:30 51 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 51 3:10 3:00 51 1:30 15:05 TTT 17:35 RON

Totals

210:00 100 100 Weekly 100 100 207:50 25 25 Peak Daily 25 25

Block Hour Utilization System Departures 417:50 Weekly scheduled block hours 200 Weekly 4:15 Average daily scheduled block hours (w/o spare) 50 Peak Day 14 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 8

Weekly Block Hours DOW BH DEP Orig ARR TTT DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 10:10 2:10 30 3456712 15:10 16:20 3456712 2:20 10:40 HHH 12:00 12:35 III 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 III 17:20 RON 13:10 JJJ 15:55 1:45 30 47 3:30 3:50 47 1:55 16:25 JJJ 17:20 17:55 CCC 21:05 2:10 30 47 4:20 4:40 47 2:20 21:35 CCC 22:55 RON 12:55 BBB 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 BBB 17:30 HHH 18:00 BBB 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 BBB 20:40 RON 12:15 LLL 14:05 1:50 30 47 3:40 5:10 47 2:35 14:35 LLL 17:10 WWW 17:40 LLL 20:00 2:20 30 47 4:40 3:20 47 1:40 20:30 LLL 22:10 RON 12:55 BBB 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 BBB 17:30 CCC 18:00 BBB 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 BBB 20:40 RON 13:15 MMM 14:05 1:50 30 51 3:40 3:30 51 1:45 14:35 MMM 17:20 17:55 CCC 21:05 2:10 30 51 4:20 4:40 51 2:20 21:35 CCC 22:55 RON 7:30 NNN 9:20 1:50 30 51 3:40 4:20 51 2:10 9:50 NNN 12:00 WWW 12:30 NNN 14:30 2:00 30 51 4:00 3:20 51 1:40 15:00 NNN 16:40 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 47 5:20 5:00 47 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 47 6:00 5:20 47 2:40 16:55 LLL 20:35 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 51 5:00 4:30 51 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 51 3:10 3:00 51 1:30 15:05 TTT 17:35 RON

Weekly Block Hours DOW BH DEP Orig ARR YYY DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:45 2:45 30 4571 11:00 11:40 4571 2:55 10:15 HHH 13:10 13:45 CCC 16:25 2:40 30 4571 10:40 11:20 4571 2:50 16:55 CCC 19:45 RON 8:10 III 10:45 2:35 30 4571 10:20 11:00 4571 2:45 11:15 III 14:00 RON

Weekly Block Hours DOW BH DEP Orig ARR ZZZ DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 HHH 10:50 2:50 30 4571 11:20 12:00 4571 3:00 11:20 HHH 14:20 14:55 CCC 17:40 2:45 30 4571 11:00 11:40 4571 2:55 18:10 CCC 21:05 RON 9:10 III 11:50 2:40 30 4571 10:40

Confidential Treatment Requested Under § 302.12 11:20 4571 2:50 12:20 III 15:10 RON

Totals

293:10 130 130 Weekly 130 130 286:10 31 31 Peak Daily 31 31

Block Hour Utilization System Departures 579:20 Weekly scheduled block hours 260 Weekly 4:35 Average daily scheduled block hours (w/o spare) 62 Peak Day 18 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 9

Weekly Block Hours DOW BH DEP Orig ARR VVV DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 AAA 10:00 2:00 30 45671 10:00:00 10:25:00 45671 2:05 10:30 AAA 12:35 13:10 BBB 15:10 2:00 30 45671 10:00:00 10:25:00 45671 2:05 15:40 BBB 17:45 RON 9:10 CCC 12:00 2:50 30 45671 14:10:00 15:00:00 45671 3:00 12:30 CCC 15:30 RON 11:35 DDD 14:15 5:40 30 3456712 39:40:00 36:10:00 3456712 5:10 14:45 DDD 22:55 RON 8:00 EEE 11:00 6:00 30 3456712 42:00:00 38:30:00 3456712 5:30 11:30 EEE 19:00 RON

Confidential Treatment Requested Under § 302.12 8:10 JJJ 11:40 2:30 30 47 5:00 5:20 47 2:40 12:10 JJJ 13:50 RON 11:55 SSS 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 51 2:40 2:40 51 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 51 5:20 5:50 51 2:55 12:20 HHH 14:15 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 47 5:20 5:00 47 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 47 6:00 5:20 47 2:40 16:55 LLL 20:35 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 51 5:00 4:30 51 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 51 3:10 3:00 51 1:30 15:05 TTT 17:35 RON

Weekly Block Hours DOW BH DEP Orig ARR YYY DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:45 2:45 30 45671 13:45 14:35 45671 2:55 10:15 HHH 13:10 13:45 CCC 16:25 2:40 30 45671 13:20 14:10 45671 2:50 16:55 CCC 19:45 RON 8:10 III 10:45 2:35 30 45671 12:55 13:45 45671 2:45 11:15 III 14:00 RON

Weekly Block Hours DOW BH DEP Orig ARR ZZZ DEP Dest ARR BH OS Turn DOW Weekly Block Hours

Confidential Treatment Requested Under § 302.12 8:00 HHH 10:50 2:50 30 45671 14:10 15:00 45671 3:00 11:20 HHH 14:20 14:55 CCC 17:40 2:45 30 45671 13:45 14:35 45671 2:55 18:10 CCC 21:05 RON 9:10 III 11:50 2:40 30 45671 13:20 14:10 45671 2:50 12:20 III 15:10 RON

Totals

385:05 150 150 Weekly 150 150 384:05 33 33 Peak Daily 33 33

Block Hour Utilization System Departures 769:10 Weekly scheduled block hours 300 Weekly 5:29 Average daily scheduled block hours (w/o spare) 66 Peak Day 20 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Months 10-11

Confidential Treatment Requested Under § 302.12 4:20 47 2:10 10:10 QQQ 12:20 12:55 RRR 15:10 2:15 30 47 4:30 4:10 47 2:05 15:40 RRR 17:45 RON 8:10 JJJ 11:40 2:30 30 47 5:00 5:20 47 2:40 12:10 JJJ 13:50 RON 11:55 SSS 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 51 2:40 2:40 51 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 51 5:20 5:50 51 2:55 12:20 HHH 14:15 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 47 5:20 5:00 47 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 47 6:00 5:20 47 2:40 16:55 LLL 20:35 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 51 5:00 4:30 51 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 51 3:10 3:00 51 1:30 15:05 TTT 17:35 RON

Confidential Treatment Requested Under § 302.12 Weekly Block Hours DOW BH DEP Orig ARR ZZZ DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 HHH 10:50 2:50 30 45671 14:10 15:00 45671 3:00 11:20 HHH 14:20 14:55 CCC 17:40 2:45 30 45671 13:45 14:35 45671 2:55 18:10 CCC 21:05 RON 9:10 III 11:50 2:40 30 45671 13:20 14:10 45671 2:50 12:20 III 15:10 RON

Totals

421:15 157 157 Weekly 157 157 423:45 34 34 Peak Daily 34 34

Block Hour Utilization System Departures 845:00 Weekly scheduled block hours 314 Weekly 5:44 Average daily scheduled block hours (w/o spare) 68 Peak Day 21 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 Schedule Summary - Month 12

Confidential Treatment Requested Under § 302.12 4:00 47 2:00 20:55 PPP 22:55 RON 7:30 QQQ 9:40 2:10 30 47 4:20 4:20 47 2:10 10:10 QQQ 12:20 12:55 RRR 15:10 2:15 30 47 4:30 4:10 47 2:05 15:40 RRR 17:45 RON 8:10 JJJ 11:40 2:30 30 47 5:00 5:20 47 2:40 12:10 JJJ 13:50 RON 11:55 SSS 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 SSS 16:10 TTT 16:40 SSS 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 SSS 20:30 RON 7:00 MMM 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 MMM 11:20 11:55 TTT 13:15 1:20 30 51 2:40 2:40 51 1:20 13:45 TTT 15:05 RON 11:45 UUU 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 UUU 15:35 PPP 16:05 UUU 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 UUU 19:40 RON 8:10 HHH 11:50 2:40 30 51 5:20 5:50 51 2:55 12:20 HHH 14:15 RON

Weekly Block Hours DOW BH DEP Orig ARR XXX DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 HHH 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 HHH 12:25 13:00 UUU 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 UUU 16:50 RON 7:00 CCC 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 CCC 12:25 RON 13:00 OOO 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 OOO 17:30 SSS 18:00 OOO 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 OOO 22:15 RON 8:10 NNN 9:50 2:40 30 47 5:20 5:00 47 2:30 10:20 NNN 13:50 14:25 LLL 16:25 3:00 30 47 6:00 5:20 47 2:40 16:55 LLL 20:35 RON 16:35 JJJ 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 JJJ 21:40 RON 7:00 RRR 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 RRR 11:20 UUU 11:50 RRR 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 RRR 16:00 RON 7:00 SSS 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 SSS 12:15 12:50 PPP 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 PPP 18:30 RON 8:10 MMM 9:40 2:30 30 51 5:00 4:30 51 2:15 10:10 MMM 13:25 14:00 TTT 14:35 1:35 30 51 3:10 3:00 51 1:30 15:05 TTT 17:35 RON

Confidential Treatment Requested Under § 302.12 8:10 III 10:45 2:35 30 45671 12:55 13:45 45671 2:45 11:15 III 14:00 RON

Weekly Block Hours DOW BH DEP Orig ARR ZZZ DEP Dest ARR BH OS Turn DOW Weekly Block Hours 8:00 HHH 10:50 2:50 30 45671 14:10 15:00 45671 3:00 11:20 HHH 14:20 14:55 CCC 17:40 2:45 30 45671 13:45 14:35 45671 2:55 18:10 CCC 21:05 RON 9:10 III 11:50 2:40 30 45671 13:20 14:10 45671 2:50 12:20 III 15:10 RON

Totals

445:45 164 164 Weekly 164 164 450:35 35 35 Peak Daily 35 35

Block Hour Utilization System Departures 896:20 Weekly scheduled block hours 328 Weekly 5:49 Average daily scheduled block hours (w/o spare) 70 Peak Day 22 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 EXHIBIT T-2 Breeze Aviation Group, Inc Exhibit T-2: Forecast Pre-Operating Cash Requirements

Inception Through Months Pre-Launch Launch -6 Launch -5 Launch -4 Launch -3 Launch -2 Launch -1 Total

Pre-Operating Expenses (Accrual) Proving Runs - - - 74,118 74,118 - 148,236 Salaries, Wages & Benefits 7,003,085 707,659 736,773 766,786 1,059,882 1,259,171 11,533,357 Facilities Rent 472,529 45,400 45,400 45,400 45,400 45,400 699,529 Aircraft Rent & Maintenance - 70,000 130,000 130,000 175,000 210,000 715,000 Depreciation & Amortization 30,501 36,939 46,789 69,234 92,707 128,772 404,943 Sales & Marketing 41,406 25,000 50,000 150,000 200,000 300,000 766,406 Consulting 4,234,196 100,000 100,000 100,000 100,000 100,000 4,734,196 Travel 382,005 200,000 200,000 100,000 40,000 40,000 962,005 Insurance 6,600 7,700 15,400 15,400 23,100 30,800 99,000 IT (non-capex) 1,342,109 200,000 200,000 200,000 200,000 200,000 2,342,109 Other Operating Expenses 864,744 69,635 76,218 82,547 100,510 115,707 1,309,362 Total Pre-Operating Expenses 14,377,175 1,462,334 1,600,580 1,733,485 2,110,717 2,429,851 23,714,142

Other (Income) / Expense Interest Expense 195,220 58,566 66,335 78,865 90,368 106,168 595,522 Other Income (10,351) (8,754) (8,161) (7,129) (6,575) (5,867) (46,838) Total Other Expense 184,869 49,812 58,173 71,736 83,794 100,300 548,684

Total Expenses 14,562,044 1,512,145 1,658,753 1,805,221 2,194,511 2,530,151 24,262,826

Cash Adjustments Depreciation & Other Non-Cash Expenses (262,049) (131,833) (149,452) (184,427) (219,404) (271,268) (1,218,433) Other Working Capital Adjustment (2,672,654) 100,000 1,500,000 (100,000) 200,000 (150,000) (1,122,654) Pre-Operating Expenses - Cash Basis 11,627,341 1,480,313 3,009,302 1,520,794 2,175,107 2,108,883 21,921,739

Capital Expenditures Aircraft Pre-Delivery Deposits 15,726,174 980,803 2,056,600 984,108 2,061,506 3,134,199 24,943,390 Aircraft Induction 175,000 328,250 87,500 1,114,763 1,530,694 828,250 4,064,456 Leasehold Improvements - - - - - 40,000 40,000 IT 58,541 60,000 60,000 60,000 60,000 60,000 358,541 Initial Provisioning - 1,150,000 200,000 200,000 200,000 400,000 2,150,000 Ground Support Equipment & Station Open - 150,000 150,000 150,000 100,000 200,000 750,000 Other 2,996,831 25,000 39,216 39,216 80,000 120,000 3,300,262 Total Capital Expenditures 18,956,546 2,694,053 2,593,316 2,548,086 4,032,200 4,782,449 35,606,650

Total Pre-Operating Cash Requirements 30,583,887 4,174,366 5,602,617 4,068,880 6,207,307 6,891,332 57,528,389

Cumulative Cash Requirements 30,583,887 34,758,253 40,360,870 44,429,750 50,637,057 57,528,389 EXHIBIT T-3 Breeze Aviation Group, Inc Exhibit T-3: Forecast Income Statement

Month of Launch 1 2 3 4 5 6 7 8 9 10 11 12 Total

Operating Revenue Passenger Revenue 1,664,549 2,524,698 4,543,210 8,887,936 11,202,604 6,881,937 7,092,217 10,010,682 12,466,800 14,352,171 14,634,068 15,152,026 109,412,897 Charter Revenue ------642,600 898,380 1,048,320 1,143,450 1,155,000 1,113,000 6,000,750 Other Revenue 16,645 25,247 45,432 88,879 112,026 68,819 70,922 100,107 124,668 143,522 146,341 151,520 1,094,129 Total Operating Revenues 1,681,194 2,549,945 4,588,642 8,976,816 11,314,630 6,950,756 7,805,739 11,009,169 13,639,788 15,639,143 15,935,409 16,416,546 116,507,776

Operating Expenses Aircraft Fuel 544,333 806,113 1,386,859 2,694,596 3,389,749 1,944,209 1,982,856 2,857,549 3,626,488 4,094,271 4,094,271 3,913,847 31,335,142 Salaries, Wages & Benefits 1,496,251 1,900,169 2,465,156 3,265,993 3,650,119 3,012,944 3,153,749 3,699,313 4,151,378 4,566,627 4,661,560 4,831,215 40,854,473 Aircraft Rent & Maintenance 648,073 660,498 2,117,937 3,859,851 4,041,428 2,470,458 2,527,581 3,323,328 4,849,105 5,173,411 5,284,371 5,528,968 40,485,010 Landing Fees, Ground Handling & Other AC 322,969 503,992 859,524 1,584,961 1,945,986 1,189,073 1,192,984 1,608,651 1,816,085 1,965,360 1,967,357 1,886,933 16,843,874 Depreciation & Amortization 170,650 230,308 269,296 316,010 355,185 399,827 498,813 527,300 566,025 587,477 632,151 819,028 5,372,069 Sales & Marketing 92,687 150,338 229,019 448,763 686,045 362,826 316,179 575,713 455,654 517,228 525,939 532,185 4,892,577 Other Operating Expenses 279,222 334,352 436,845 554,695 599,606 520,569 528,445 615,381 686,657 722,166 734,194 764,881 6,777,013 Total Operating Expenses 3,554,185 4,585,771 7,764,636 12,724,867 14,668,119 9,899,906 10,200,608 13,207,234 16,151,392 17,626,540 17,899,842 18,277,057 146,560,156

Operating Income (Loss) (1,872,991) (2,035,826) (3,175,994) (3,748,051) (3,353,489) (2,949,150) (2,394,870) (2,198,065) (2,511,605) (1,987,397) (1,964,433) (1,860,510) (30,052,380)

Other (Income) / Expense Interest Expense 124,064 145,957 160,496 185,904 206,569 225,344 286,634 286,094 310,634 309,396 331,726 453,487 3,026,304 Other Income (4,965) (4,155) (3,481) (2,838) (2,371) (1,962) (1,407) (1,028) (726) (405) (127) (602) (24,070) Total Other Expense 119,098 141,802 157,016 183,066 204,197 223,382 285,226 285,066 309,908 308,990 331,599 452,884 3,002,234

Net Income (Loss) (1,992,089) (2,177,628) (3,333,009) (3,931,117) (3,557,686) (3,172,532) (2,680,096) (2,483,131) (2,821,512) (2,296,388) (2,296,032) (2,313,395) (33,054,614) EXHIBIT T-4

Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc Exhibit T-4: Income Statement Assumptions

Passenger Revenue: REDACTED cents per RPM, ramp up over time

Charter Revenue: REDACTED average per block hour, ramp up over time

Other Revenue: 1.0% of passenger revenue

Aircraft Leases & Ownership: Actual monthly rental on leased aircraft

Fuel Expense: $ 1.70 per gallon 61 0 610 average gallons burned per block hour

Salaries: $ 69,000 average salary per FTE

Crew Payroll: $ 310.87 cockpit expense per block hour $ 135.00 cabin crew expense per block hour

Benefits: 27.0% of salaries

Facilities Rent: $ 45,400 per month

Maintenance: $ 580 per block hour, excluding internal labor expenses

Insurance: $ 7,000 average hull insurance per aircraft per month $ 1.00 passenger liability per 1,000 RPMs 10.0% other insurance as a % of hull and passenger liability insurance

Catering: $ 1.50 per passenger

Other Aircraft Services: $ 0.06 per gallon into aircraft fuel charges $ 4,000 deicing average per aircraft per month $ 250 aircraft cleaning per aircraft per day $ 30 cabin supplies per departure

Landing Fees: $ 3.75 average per 1,000 lbs of MLW per landing

Ground Handling: $ 550 per departure

Advertising $ 1.25 per passenger

Credit Card Fees: 2.5% of passenger revenue

Property Taxes: 1.0% of aircraft value per year

Taxes: 0% based off current and projected operating losses

Confidential Treatment Requested Under § 302.12 EXHIBIT T-5

Confidential Treatment Requested Under § 302.12 Breeze Aviation Group, Inc Exhibit T-5: Statistics

Month of Operation 1 2 3 4 5 6 7 8 9 10 11 12

Total Aircraft 9 11 14 14 15 16 19 20 21 21 22 24

Aircraft (In Service) 3 6 9 12 14 14 14 18 20 21 21 22

Sched Serv Airports 7 11 13 16 16 16 16 16 18 19 19 20

Charter Departures ------34 46 52 55 55 53

Sched Serv Departures 248 377 655 1,251 1,541 886 857 1,152 1,286 1,391 1,391 1,312 Charter Block Hours ------REDACTED System Block Hours 515 776 1,336 2,595 3,274 1,878 1,920 2,741 3,501 3,964 3,964 3,799

System Gallons 320,196 474,184 815,800 1,585,056 1,993,970 1,143,652 1,166,386 1,680,911 2,133,228 2,408,395 2,408,395 2,302,263

Sched Serv Avg Stage Length 750 750 750 750 750 750 750 750 778 790 790 802

System ASMs REDACTED Load Factor REDACTED Revenue Passengers 20,859 29,776 52,351 101,251 124,784 72,622 71,099 100,357 115,187 126,739 128,070 122,707

FTEs ex crews 165 200 234 246 246 267 283 294 297 318 331 367

FTEs 243 341 454 499 499 520 546 578 603 628 671 764

Sched Serv RPMs REDACTED

Confidential Treatment Requested Under § 302.12 EXHIBIT T-6 Breeze Aviation Group, Inc Exhibit T-6: Balance Sheet After 12 Months

As of Launch +11 Assets Current Assets Cash & Cash Equivalents 604,669 Accounts Receiveable 44,503,741 Prepaid Expenses 1,646,408 Expendables 983,482 Total Current Assets 47,738,300 Fixed Assets Aircraft Pre-Delivery Deposits 46,689,633 Aircraft and Other PP&E (net of depreciation) 293,224,706 Other 12,125,467 Total Fixed Assets 352,039,806 Other Assets Aircraft Option Fees 600,000 Other Assets - Total Other Assets 600,000 Total Assets 400,378,106

Liabilities & Equity Current Liabilities Accounts Payable 549,695 Air Traffic Liability 44,450,400 Current Portion of Notes Payable 53,086,366 Total Current Liabilities 98,086,460 Long-term Liabilities Notes Payable and Lease Obligations 229,854,588 Other 31,970,874 Total Long-term Liabilities 256,826,914 Total Liabilities 354,913,375

Equity Owner's Equity 102,782,171 Retained Earnings (57,317,440) Total Equity 45,464,731 Total Liabilities & Equity 400,378,106

Exhibit U

Response to §204.3(u)

Counterpart of Agreement 18900 (OST Form 4523)

Submitted as Application Exhibit U.

Exhibit V

Response to §204.3(v)

Certification

CERTIFICATION PURSUANT TO 14 C.F.R. PART 204.3(v)

The contents ofthis application and the attached exhibit(s) are true and correct to the best of my knowledge and belief. Pursuant to Title 18 United States Code

Section 1001, I, Thomas Anderson, the Chief Operating Officer of Breeze Aviation

Group, Inc. ("Breeze"), in my individual capacity and as the authorized representative of Breeze, have not in any manner knowingly and willfully falsified, concealed or failed to disclose 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 of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. section 1001 shall be fined or imprisoned not more than five years, or both.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.

Executed on: September 23rd, 2020 ~ Q_~~, Tom Anderson Chief Operating Officer

Exhibit 1: Breeze Aviation Group, Inc.

Citizenship and Corporate Governance

To raise the capital to support its operations, Breeze conducted a Series A Financing to

raise an additional $83 million, which closed on August 28, 2020. The financing round was led

by Peterson Partners, an entrepreneurial group of private equity funds based in Salt Lake City,

Utah. The Peterson Partner entities were joined by the Sandlot Opportunity Fund of Orem, Utah,

and the private investment partnership of a family office based in Dallas, Texas in investing

approximately $75 million. Breeze key personnel and friends and family invested another

approximately $8 million. All Series A investors were required to represent that each is a “citizen

of the United States’ as that term is defined in 49 U.S.C. § 40102(a)(15).11 A capitalization table depicting the detailed ownership of Breeze and of the classes of stock appears below. This Exhibit will demonstrate and explain that Breeze’s investors are citizens of the United States.

Series 1 Series 2 Series 2 Series 3 Series A Total Common Common Common Common Preferred Stock Stock Stock Stock (Plan Reserve and RSUs) Stockholder David Neeleman 617,208 - - - 27,334 644,542 Trey Urbahn 9,126 33,916 - - 3,036 46,078 Robert A. and Elizabeth A. Milton 8,633 - - - 2,530 11,163 Robert A. Milton 2012 Irrevocable 17,266 - - - - 17,266 Gift Trust Michael F. Cronin 17,266 - - - 1,265 18,531 Michael P. Lazarus 17,266 - - - 16,509 33,775 Boerseuns LLC 8,633 - - - 4,554 13,187 T4S Solutions, LLC 4,316 16,958 - - 1,216 22,490 Lukas Johnson 4,316 42,395 - - - 46,711 Thomas E. Anderson 3,453 21,198 - - 253 24,904 Peterson Partners VIII, LP 10,823 - - - 84,586 95,409 Peterson Partners VIII Parallel, LP 2,127 - - - 16,619 18,746 Peterson Partners IX, LP 12,950 - - - 101,206 114,156

11 Exhibit 3 ¶ 3.8.

Peterson Partners VIII, LP

Peterson Partners VIII, LP is organized under the laws of the state of Delaware and owns

5.3% of Breeze. Its general partner is Peterson Partners VIII GP, LLC, which is a Delaware LLC.

The general partner has control of the day-to-day management of the limited partnership, including

discretionary investment authority. The voting rights of the limited partners in Peterson Partners

VIII, LP are limited to customary limited partner approval rights, however they hold no rights in

relation to investment decisions and management. All of the equity holders in Peterson Partners

VIII GP, LLC are U.S. citizens or permanent residents with U.S. citizens owning more than 75%

of the voting interest and total equity. Peterson Partners VIII GP, LLC is ultimately controlled by

Peterson Partners, Inc. An anonymized table of the limited partners of Peterson Partners VIII, LP

listing the citizenship of each investor as reflected in the company’s records has been submitted

confidentially as Exhibit 6.

Peterson Partners, Inc. is a Utah corporation. Its founder and chairman is Joel Peterson,

who is a U.S. citizen. The Managing Partner is Clint Peterson, who is also a U.S. citizen. As a

result of serving as the lead investor, the Peterson entities received the right to appoint a member

to the Breeze Board of Directors and designated Clint Peterson.15 More than two-thirds of the

managing officers and directors of Peterson Partners, Inc. are U.S. citizens. The board of directors

and their citizenship are listed below.

Joel Peterson U.S. Citizen

Clint Peterson U.S. Citizen

15 Exhibit 4 ¶4.1(a)(ii)(C)(1). Mr. Peterson submitted a questionnaire and certified to his citizenship in Exhibit F-6.

Marc Fuller U.S. Citizen

Robert Hansen U.S. Citizen

Matthew Day U.S. Permanent Resident – AUS Citizen

The members of the board of directors own the equity in Peterson Partners, Inc. with U.S. citizens owning more than 75% of the voting interest and total equity in the corporation.

Peterson Partners VIII Parallel, LP

Peterson Partners VIII Parallel, LP is organized under the laws of the state of Delaware and owns 1.0% of Breeze. Its general partner is Peterson Partners VIII GP, LLC, which is a

Delaware LLC. The general partner has control of the day-to-day management of the limited partnership, including discretionary investment authority. The voting rights of the limited partners in Peterson Partners VIII Parallel, LP are limited to customary limited partner approval rights, however they hold no rights in relation to investment decisions and management. The general partner is ultimately controlled by Peterson Partners, Inc., which is described above. An anonymized table of the limited partners of Peterson Partners VIII Parallel, LP listing the citizenship of each investor as reflected in the company’s records has been submitted confidentially in Exhibit 6.

Peterson Partners IX, LP

Peterson Partners IX, LP is organized under the laws of the state of Delaware and owns

6.3% of Breeze. Its general partner is Peterson Partners IX GP, LLC, which is a Delaware LLC.

The general partner has control of the day-to-day management of the limited partnership, including discretionary investment authority. The voting rights of the limited partners in Peterson Partners

IX, LP are limited to customary limited partner approval rights, however they hold no rights in relation to investment decisions and management. All of the equity holders in Peterson Partners

IX GP, LLC are U.S. citizens, and it is ultimately controlled by Peterson Partners, Inc., which is described above. An anonymized table of the limited partners of Peterson Partners IX, LP listing the citizenship of each investor as reflected in the company’s records have been submitted confidentially in Exhibit 6.

Peterson Breeze Coinvest, LLC

Peterson Breeze Coinvest, LLC is organized under the laws of the state of Delaware and owns 11.3% of Breeze. It is a member-managed LLC. The managing member is Peterson Breeze

Coinvest Mgt, LLC, which is a Delaware limited liability company. The managing member has control of the day-to-day management of the limited partnership, including discretionary investment authority. The voting rights of the equity holders in Peterson Breeze Coinvest, LLC are limited to are limited to customary limited equity holder approval rights, however they hold no rights in relation to investment decisions and management. U.S. citizens hold more than 75% of the voting equity in Peterson Breeze Coinvest, LLC. Its managing member is Peterson Partners,

Inc., which is described above. An anonymized table of the equity holders in Peterson Breeze

Coinvest LLC listing the citizenship of each investor as reflected in the company’s records is submitted confidentially in Exhibit 6.

Sandlot

Sandlot Opportunity Fund I, LLC (“Sandlot”), a Utah limited liability company, owns

253,017 Series A Preferred Shares or 14% of Breeze. All of the investors in Sandlot are U.S. citizens. Sandlot is managed and controlled by Sandlot Investments, LLC, which is also a Utah

limited liability company. David Jensen is the sole managing member and 100% owner of Sandlot

Investments, LLC. Mr. Jensen is a U.S. citizen.

Texas Family Office

The Texas Family Office is a Delaware limited partnership and owns 5.6% of Breeze. All owners/investors in this entity are members of the family, entities owned by the family, trusts for the benefit of the family, or employees. Each of the limited partners is a U.S. citizen, and each of the beneficiaries of the trusts is a US citizen. The General Counsel and Chief Compliance

Officer of the Texas Family Office has provided a detailed description of its structure, management and ownership, which has been submitted confidentially as Exhibit 7.

Trey Urbahn

Mr. Urbahn is a Board member and owns 2.6% of Breeze. Mr. Urbahn certified that he is

a U.S. citizen in Application Exhibit F-6.

Robert & Elizabeth Milton

Robert and Elizabeth Milton and the Robert A Milton 2012 Irrevocable Gift Trust

collectively own 1.6% of Breeze. Mr. and Mrs. Milton are U.S. citizens. The Robert A. Milton

2012 Irrevocable Gift Trust is a U.S. entity, and the trustee is a U.S. citizen. Mr. Milton is a Board

member of Breeze and attested to his citizenship in Exhibit F-3.

Michael Cronin

Michael Cronin owns 1.0% of Breeze, and he is a U.S. citizen.

Michael P. Lazarus

Michael P. Lazarus owns 1.9% of Breeze. Mr. Lazarus is a Board member of Breeze and

attested to his citizenship in Exhibit F-5.

Boerseuns LLC

Boerseuns LLC is a limited liability company organized under the laws of Delaware and

owns 0.7% of Breeze. Boerseuns LLC is controlled by the manager, Peter Fiene, who is a U.S. citizen. Henri Courpron, is a member of the Breeze Board and is a member of Boerseuns. Mr.

Courpron attested to his citizenship in Exhibit F-4. The owners and managers of Boerseuns LLC

are all U.S. citizens.

T4S Solutions, LLC

T4S Solutions, LLC is a Utah limited liability company owned by Breeze Chief Financial

Officer Trent Porter (50%) and his wife (50%). Both Mr. and Mrs. Porter are U.S. citizens, and

Mr. Ported certified his citizenship in Application Exhibit F-3.

Key Personnel

In addition to Mr. Neeleman who owns 35.8% of Breeze and is a U.S. citizen, additional

personnel of Breeze own collectively 5.2% of the company. Messrs. Johnson, Anderson,

Nasruddin, Jim Smith, and Kyle Smith have certified their U.S. citizenship in Exhibit F. Danny

Cox, Director, Guest Support and Insights at Breeze, is also a U.S. citizen.

Blue Star Private Equity, LLC

Blue Star Private Equity LLC (“Blue Star”) owns 1.4% of Breeze. Blue Star is organized

under the laws of the United States, is controlled by U.S. citizens and more than 75% of its voting

equity is held by U.S. citizens.

Everwind, LLC

Everwind, LLC (”Everwind”) owns 0.3% of Breeze. Everwind is organized under the laws

of the State of Delaware, is controlled by U.S. citizens and all of its voting equity is held by U.S.

citizens.

Friends & Family Investors

Friends and associates of Mr. Neeleman and other Breeze employees also were invited to participate in the Series A financing round. Collectively, these 78 investors including BNM

Ventures Fund I, LP collectively own 2.6% of Breeze. In executing the Stock Purchase

Agreement, all represented that they were citizens of the United States.

Exhibit 2: Second Amended & Restated Articles of Incorporation

Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE RESTATED CERTIFICATE OF “BREEZE AVIATION GROUP,

INC.”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF AUGUST,

A.D. 2020, AT 1:44 O`CLOCK P.M.

6522585 8100 Authentication: 203557704 SR# 20206999367 Date: 08-28-20 You may verify this certificate online at corp.delaware.gov/authver.shtml

Exhibit 3: Series A Stock Purchase Agreement

[Confidential]

EXHIBIT 3 Entire Document Confidential

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12

Exhibit 4: Amended & Restated Stockholders Agreement

[Confidential]

EXHIBIT 4 Entire Document Confidential

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12

Exhibit 5: Amended & Restated Registration Rights Agreement

[Confidential]

EXHIBIT 5 Entire Document Confidential

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12

Exhibit 6: Peterson Partners Capitalization Tables

[Entire Exhibit Confidential] EXHIBIT 6 Entire Document Confidential

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12

Exhibit 7: Texas Family Office Ownership Information

[Confidential]

EXHIBIT 7 Entire Document Confidential

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12

Exhibit 8: Financing Plan / Proof of Funds Available

As set forth in the table below, Breeze estimates its capital requirements under the Department’s financial fitness test will be $94.17 million. This represents three months of regular operations at an estimated cost of $36.64 million and estimated pre-operating costs of $57.53 million. Of those pre-operating costs, $30.58 million will have been incurred by the end of September.16 See Exhibit T-2. These expenses and capital expenditures have been paid with capital contributions from Mr. Neeleman and other early investors in Breeze and by accessing the PDP-BFE Financing Facility, a Payroll Protection Plan loan and a loan from the landlord of Breeze’s Salt Lake City headquarters. Debt issuance to date has been $6.95 million.

Breeze has access to more than ample funds to cover the remaining $63.58 million. Of the remaining start-up expenses, an additional $10.9 million will be paid through the PDP-BFE Financing Facility, leaving $52.69 million of expenses and capital investments to be paid. Following its Series A investment round that raised approximately $83 million, Breeze has ample cash to satisfy the financial fitness test. Attached as Exhibit 8-1 is a letter from Chase Bank confirming that the current balance on Breeze’s account is $82.7 million, leaving Breeze with a surplus of $26.46 million.

Breeze Aviation Group, Inc. Financing Plan 12 Month Total Operating Expenses $ 146,560,156 Reserve = 1/4 of 12 Month Operating Expenses $ 36,640,039

Start-up Expenses Pre-Operating Expenses (Cash) $ 21,921,739 Aircraft Deposits $ 24,943,390 Property & Facilities $ 10,663,259 Total Start-up Expenses $ 57,528,389

Financing Equity Contributions to Date $ 102,782,171 Debt Issuance to Date $ 6,947,042 Net Future Debt Committed through start-up $ 10,896,446 Total Financing $ 120,625,659

16 Please note that the $30,583,887 in pre-operating expenses reported in Exhibit T-2 include approximately $3.6 million of expenses that have or will be incurred in September 2020 that are reflected in Breeze’s September 1 balance sheet. See Exhibit K. As a result, the $82.7 million reported by Chase Bank in Exhibit 8-1, the reported pre-Operating expenses already paid from prior equity contributions and debt issuance to date of $30.6 million and net future debt committed through start-up sums to $124.2 million. The $3.6 million difference between the $124.2 million and the reported total financing amount available of $120.6 million is attributable to the fact that this Supplement has been submitted during the middle of the month.

Funds Remaining $ 26,457,231

CERTIFICATE OF SERVICE

I hereby certify that I have on this 28th day of September, 2020 served the foregoing Supplement of Breeze Aviation Group, Inc. for interstate scheduled air transportation authority via email submission on the following:

/s/ Erin Combs Erin Combs

216243956