Before the Department of Transportation Washington, D.C

BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of

COMPASS AIRLINES, LLC and BREEZE AVIATION GROUP, INC. DOT-OST-2020-______for transfer of certificate authority under 49 U.S.C. §41105

JOINT APPLICATION OF COMPASS AIRLINES, LLC AND BREEZE AVIATION GROUP, INC. FOR TRANSFER OF CERTIFICATE AUTHORITY

Communications with respect to this document should be addressed to:

Jennifer Trock J. Parker Erkmann Baker McKenzie LLP Andrew D. Barr 815 Connecticut Ave., NW Cooley LLP Washington, DC 20006 1299 Pennsylvania Ave., NW 202-452-7055 Washington, DC 20004 [email protected] 202-776-2036 [email protected] Counsel for Compass Airlines, LLC [email protected]

Counsel for Breeze Aviation Group, Inc.

Dated: July 9, 2020

THE JOINT APPLICANTS REQUEST THAT THE ANSWER PERIOD BE SHORTENED, AND THAT ANSWERS BE FILED ON JULY 23, 2020. THE JOINT APPLICANTS INTEND TO POLL ON THE APPLICATION.

BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

Joint Application of

COMPASS AIRLINES, LLC and BREEZE AVIATION GROUP, INC. DOT-OST-2020-______for transfer of certificate authority under 49 U.S.C. §41105

JOINT APPLICATION OF COMPASS AIRLINES, LLC AND BREEZE AVIATION GROUP, INC. FOR TRANSFER OF CERTIFICATE AUTHORITY

Pursuant to Section 41105, Title 49, United States Code (“the Transportation Code”),

Compass Airlines, LLC (“Compass”) and Breeze Aviation Group, Inc. (“Breeze”) (together the

"Joint Applicants") submit this Joint Application (“Application”) for the transfer to Breeze of the

certificate of public convenience and necessity issued to Compass by Order 2015-03-12 on March

25, 2015, which authorizes Compass to engage in interstate scheduled air transportation pursuant to Section 41102, Title 49, of the Transportation Code (the “Certificate”).1 Under Section 41105,

Title 49, of the Transportation Code, the Department may approve a joint application for certificate

transfer if such transfer is found to be consistent with the public interest. The Department is also

required to report to Congress any such approval, taking into account the effect of the transfer on

the viability of each carrier, competition in the domestic airline industry, and the U.S. trade

1 The Joint Applicants request transfer only of Compass's interstate authority. Compass requests that the Department take such actions as necessary to effect the termination of its Open Skies Authority contained in Order 2016-2-13) (Feb. 17, 2016)) and its Mexico authority (e.g., NOAT in Docket DOT-OST-2016-0151 (Aug. 15, 2016)). To the extent that such termination is subject to subject to Presidential review under 49 U.S.C. § 41307, we request that the Department address the termination separately so as not to delay the transfer of the interstate authority.

-2- position. In applying the public interest test, the Department looks “primarily” at whether the

transferee entity is a U.S. citizen and meets the fitness criteria.2 Breeze submits that it readily

meets these tests, as further demonstrated by the Part 204.3 materials included with this

Application.

The Joint Applicants respectfully request that this Application receive expedited consideration in order that air transportation services under the Certificate can resume as quickly as possible. In this regard, Breeze anticipates commencing service October 15, 2020.

In support of this Application, the Joint Applicants state as follows:

Transfer of the Certificate Is in the Public Interest.

1. On April 5, 2020, Compass ceased operations.3 Prior to cessation of operations,

Compass operated as a regional carrier headquartered in Minneapolis, Minnesota. Compass

operated Embraer 175 (“ERJ-175”) aircraft.

2. During the last several months, Breeze has been actively working through the

process of establishing an airline.4 As will be described in further detail herein, Breeze’s plans

call for the introduction first of charter air transportation services followed by interstate scheduled

air transportation services in 2021. For its initial services, Breeze plans to lease ERJ-190/95 series

2 See, e.g., Kitty Hawk International, Inc. and Kalitta Air, LLC, Order 2000-10-29, at 2 (Oct. 26, 2000). 3 Pursuant to Section 204.7 of the Department's Rules of Practice, Compass's Certificate is currently suspended. 4 Indeed, on February 7, 2020, Breeze filed in docket DOT-OST-2020-0019 an Application for a Certificate of Public Convenience and Necessity under 49 U.S.C § 41102 (hereinafter “February Application”) to engage in interstate scheduled air transportation. To support this Application, Breeze intends to rely on the fitness information submitted in docket DOT-OST-2020-0019 as contemplated by 14 C.F.R. Part 204.5(b) and it will provide updated information as appropriate by attaching it hereto. The fitness information submitted in docket DOT-OST-2020-0019 is incorporated by reference. Upon the grant of this Application and the receipt of effective certificate authority, Breeze will withdraw its pending Application.

-3- aircraft, the stretched, higher-seating capacity version of the ERJ-175s previously operated by

Compass. Accordingly, by incorporating the assets of Compass into its operations, Breeze will be able to deliver on its plan to restore service to underserved markets more rapidly.

3. Accordingly, following due diligence and negotiation, Breeze entered into an Asset

Purchase Agreement (“APA”) with Compass dated July 6, 2020.5 Under the APA, Breeze will

acquire such assets as offered by Compass to permit Compass’s certificate of public convenience

and necessity to be transferred to, and exercised by, Breeze and to facilitate issuance to Breeze of

FAA operating authority equivalent to the authority held by Compass.6 Compass will not be

transferring its Open Skies Authority,7 any of its Mexico authority,8 or any other international

authority. The closing of the transaction is expressly conditioned on, among other things, the

Department’s approval of the certificate transfer to Breeze and FAA’s issuance of new operating

authority to Breeze enabling Breeze’s ERJ-190/195 operations.

4. In anticipation of the transfer, Breeze is working closely with Compass and FAA

officials at Compass’s supervising Flight Standards District Office (“FSDO”) and Certificate

Management Office (“CMO”) in Minneapolis, Minnesota. The operations to be commenced in

mid-October 2020 by Breeze will be based at Minneapolis-St. Paul International Airport (“MSP”)

and to be supervised by the same FSDO personnel that supervised Compass’s certificate.

5. Since February, there have been unprecedented developments in the airline industry

due to the COVID-19 pandemic. Breeze has adjusted its plans accordingly to both account for

5 A copy of the APA has been submitted subject to a Motion for Confidential Treatment as Exhibit 1. 6 Compass will request that the FAA issue operating authority for ERJ-190/195 aircraft. 7 See Order 2016-2-13 (issued Feb. 17, 2016). 8 See, e.g., NOAT in Docket DOT-OST-2016-0151 (Aug. 15, 2016)

-4- shifts in demand and take advantage of opportunities. Instead of operating charter services for

three months before introducing scheduled service in the winter of 2020 as contemplated in the

February Application, Breeze will initially operate charter services for six months before entering

scheduled service in May of 2021. In addition, deliveries of the Airbus 220-300 aircraft produced in Mobile, Alabama, have been postponed until August 2021.

6. The reduction of aircraft used in air transportation due to the COVID-19 pandemic has resulted in a favorable aircraft leasing market. Breeze has signed a term sheet with Nordic

Aviation Capital (“NAC”) to lease fifteen (15) ERJ-190 aircraft. The term sheet offers favorable financial terms for Breeze’s charter and scheduled services.9 Although adjustments have been

made to its plans, Breeze’s mission of providing nonstop service to underserved markets across

the country remains unchanged.

7. By utilizing Compass’s manuals, resources, and processes, FAA certification will

be completed more efficiently and, accordingly, the introduction of new service to underserved markets will be accelerated. This in turn will result in the hiring of aviation workers and a more

rapid recovery from the COVID-19 pandemic.

8. Grant of the Application will further each of the public interest objectives set forth

in 49 U.S.C. § 41105.10 First, the transfer will enable Breeze to rapidly enhance air transportation

9 A copy of the term sheet has been submitted subject to a Motion for Confidential Treatment as Exhibit 6. 10 49 U.S.C. Section § 41105(b) (“When a certificate is transferred, the Secretary shall certify to the Committee on Commerce, Science, and Transportation of the Senate and the Committee on Transportation and Infrastructure of the House of Representatives that the transfer is consistent with the public interest. The Secretary shall include with the certification a report analyzing the effects of the transfer on (1) the viability of each carrier involved in the transfer; (2) competition in the domestic airline industry; and (3) the trade position of the United States in the international air transportation market.”).

-5-

Robert & Elizabeth Milton14 8,633 $250,357 1.0% Yes Boerseuns LLC15 8,633 $250,357 1.0% Yes T4S Solutions, LLC16 4,316 $125,164 0.5% Yes Lukas Johnson 4,316 $125,164 0.5% Yes Thomas E. Anderson 3,453 $100,317 0.4% Yes Total 822,62917 $23,856,241 100% Yes

Only a single class of stock has been issued.18 All of Breeze’s voting interest is owned or

controlled by citizens of the United States; Breeze’s President and Chief Executive Officer is a citizen of the United States; and more than two thirds of its directors and managing officers are citizens of the United States.

10. To raise additional capital to execute its business plan, Breeze is negotiating another equity financing round that will raise approximately $45 million through the sale of common shares to approximately four U.S. investors. A lead investor has been identified and additional commitments are being secured. Breeze anticipates closing the financing transaction in July and will supplement this Application with the specific ownership information and third-party verification of the funds available as a result of the capital raise.

11. This capital raise is in addition to the original financing provided by Breeze’s founder David Neeleman, the PDP-BFE Financing Facility and GE Capital Aviation Services LLC

14 Elizabeth Milton is married to Robert Milton. Both are U.S. citizens. 15 Boerseuns LLC is a limited liability company organized under the laws of Delaware. Boerseuns LLC is controlled by the manager, Peter Fiene, who is a U.S. citizen. Henri Courpron, a new member of the Breeze board of directors, is a member of Boerseuns and also a U.S. citizen. The owners and managers of Boerseuns LLC are all U.S. citizens. 16 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. 17 Breeze has authorized and earmarked an additional 177,500 shares for founders and executive team members but none of those shares have been allocated to date. 18 While Breeze’s Articles of Incorporation authorize the company to issue preferred shares, none have been issued.

-7- (“GECAS”) sale and leaseback transaction. Breeze’s financing plan is described in more detail in

Exhibit 7.

12. Complete information in support of Breeze’s fitness to hold the Compass certificate

is contained in Exhibits A through V of this Application. Letter designations of attachments

correspond to Part 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. As contemplated by

Part 204.5(b), exhibits that reference fitness information submitted in support of the February

Application will “identify the data and provide a citation for the date(s) and place(s) of filing.”

13. Additional documents explaining 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.

Wherefore, for the foregoing reasons, the Joint Applicants respectfully request that the

Department grant the following relief: (a) find that Breeze is fit, willing, and able to engage in scheduled interstate air transportation of persons, property, and mail; (b) find that the transfer of

Compass’s Certificate to Breeze is consistent with the public interest; (c) reissue the Compass

Certificate in the name of Breeze Aviation Group, Inc.; and (d) such further relief as the

Department finds is in the public interest.

-8- Respectfully submitted.

/s/ Jennifer Trock

Jennifer Trock J. Parker Erkmann Baker McKenzie LLP Andrew D. Barr 815 Connecticut Ave. NW Cooley LLP Washington, DC 20006 1299 Pennsylvania Ave., NW 202-452-7055 Washington, DC 20004 [email protected] 202-776-2036 [email protected] [email protected] Counsel for Compass Airlines, LLC Counsel for Breeze Aviation Group, Inc. July 9, 2020

-9-

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-THIRD DAY OF JUNE, 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: 203154223 SR# 20205839798 Date: 06-23-20 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-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 G

Response to §204.3(g)

Substantial interest holders:

Breeze Aviation Group, Inc. has no substantial interest holders who are not also key personnel.

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. Preparing the supporting documents required making assumptions and estimates from which actual results could differ. 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.

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 predelivery 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-May 2020 Pre-Operating Expenses (Accrual) Proving Runs - - - Salaries, Wages & Benefits 62,093 1,307,555 3,229,167 Facilities Rent & Utilities - 86,093 215,231 Aircraft Maintenance - - - Aircraft Rent - - - Depreciation & Amortization - - - Sales & Marketing - 3,678 2,728 Consulting 626,107 941,312 1,504,596 Travel 27,060 94,695 203,321 Insurance - 1,100 5,500 IT (Non-Capex) 7,133 97,054 859,358 Other Operating Expenses 23,033 270,807 103,050 Total Pre-Operating Expenses 745,425 2,802,293 6,122,951

Other (Income) / Expense Interest Expense - 6,194 74,482 Other Income - (278) (10,073) Total Other Expense - 5,915 64,409

Net Income / (Loss) (745,425) (2,808,209) (6,187,360)

1 Breeze Aviation Group, Inc Exhibit K: Balance Sheet

As of As of As of Dec-18 Dec-19 May-20 Assets Current Assets Cash & Cash Equivalents 124,233 1,539,019 3,735,633 Prepaid Expenses - - - Deposits - 6,972 6,972 Total Current Assets 124,233 1,545,991 3,742,605 Fixed Assets Aircraft Pre-Delivery Deposits 6,182,938 9,377,481 11,516,410 Other - - 2,901,008 Total Fixed Assets 6,182,938 9,377,481 14,417,418 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 18,760,022

Liabilities & Equity Current Liabilities Accrued Expenses 16,003 13,815 1,448,299 Other Current Liabilities 6,594 51,490 623,556 Total Current Liabilities 22,597 65,305 2,071,855 Long-term Liabilities Notes Payable 200,000 2,556,800 9,774,161 Total Long-term Liabilities 200,000 2,556,800 9,774,161 Total Liabilities 222,597 2,622,105 11,846,017

Equity Owner's Equity 7,430,000 11,709,575 15,909,575 Retained Earnings (745,425) (2,808,209) (8,995,569) Total Equity 6,684,575 8,901,366 6,914,006 Total Liabilities & Equity 6,907,172 11,523,471 18,760,022

2 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 with respect to Breeze Aviation Group, Inc. Exhibit M

Response to §204.3(m)

Actions and outstanding judgments of less than $5,000

There are no such actions or outstanding judgments with respect to Breeze Aviation Group, Inc.

Exhibit N

Response to §204.3(n)

Description of the Applicant’s fleet of aircraft:

Aircraft and Aircraft Financing Plan

Aircraft and Aircraft Financing:

Embraer ERJ-190 Aircraft

As a result of the COVID-19 pandemic many aircraft have been parked and lease rates have fallen. Rather than completing its proposed leasing transaction with Azul described in the February Application, Breeze has reentered the market for ERJ-190/195 series aircraft and signed a term sheet with NAC to lease fifteen (15) used ERJ-190 aircraft. The terms of the NAC lease offer significantly better terms than the original term sheet signed with Azul for ERJ-195 aircraft. In the long term Breeze envisions operating ERJ-190/ERJ-195 aircraft alongside the A220s. Breeze signed the term sheet on June 19, 2020, which is attached hereto as Exhibit 6, and the parties are expected to formalize the final lease documentation by July 31, 2020.

The first of the ERJ-190s is scheduled to be delivered to Breeze in August 2020 and the fourteen remaining aircraft over the course of the ensuing eight months. The leases will be subject to market terms and conditions, including monthly rentals, security deposits, maintenance reserve compensation, delivery, and redelivery conditions.

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 scheduled 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 and approximately one per month thereafter beginning in January 2022.

In October of 2019, Breeze entered into an agreement with a financing party, REDACTED ,21 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,

21 Identity of PDP Financing Partner is confidential and has been redacted from the public version of this filing pursuant to Rule 12.

Confidential Treatment Requested Under § 302.12 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 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 before September 30, 2020, 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 with respect to Breeze Aviation Group, Inc.

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 Aviation Group, Inc. 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 Breeze Aviation Group, Inc. has been provided in the primary text of this Application and in the February Application. Exhibit S

Response to §204.3(s)

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

Compass operated pursuant to an air carrier operating certificate issued by the FAA and

overseen by Flight Standards District Office (FSDO) in Minneapolis, MN. Breeze has engaged

with the Minneapolis FSDO and Certificate Management Office (CMO) concerning the reissuance

of the Compass FAA certificate in the name of Breeze. Specifically, Breeze has been speaking with Mr. James Brannon, and his contact information appears below:

James Brannon Manager Midwest CMO AFC-410 Federal Aviation Administration Midwest CMO 6020 S. 28th Avenue #201 Minneapolis, MN 55450 [email protected]

Exhibit T

Response to §204.3(t)

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

Due to the recent drop in travel demand as a result of COVID-19, Breeze has amended its proposed operations that were submitted in February 2020. Breeze’s updated service plan is set forth below:

During the first six months of operations (November 2020 – April 2021), Breeze plans to exclusively operate charter flights. Breeze believes there is a market opportunity for an operator of narrow body aircraft with a smaller capacity than incumbent providers. As a result, Breeze’s initial operations in months 1-6 do not include scheduled service. See Exhibit T-3. As Breeze’s scheduled service starts and ramps up, charter service will represent a decreasing portion of Breeze’s business but will remain an important complement to its scheduled service.

From months 7 – 10 of operations (approximately May 2021 – August 2021), Breeze plans to introduce scheduled service on narrow body ERJ-190/195 aircraft. Breeze plans to service 15 cities, most of which connect areas of the country known by the pejorative term “fly-over country.” Breeze rejects the use of that term. Bringing and increasing service to underserved communities is an important part of Breeze’s business plan during its first year and beyond. Breeze’s initial scheduled operations will connect the Atlantic Coast, the South, Texas, and the Midwest. See Exhibit T-1 at 1.

In month 11 of operations (approximately September 2021), Breeze expects to receive the first delivery of a new larger A220 aircraft. Breeze plans to continue service with flights from existing destinations, though certain legs will utilize the new aircraft in place of the ERJ-190/195s. See Exhibit T-1 at 2.

That phase will be followed by, in month 12 of operations (approximately October 2021), the introduction of flights from the Atlantic Coast to California. See Exhibit T-1 at 3. In month 12, Breeze plans to increase monthly operations by approximately 50% when compared to months 7 – 11. As depicted in the remainder of Exhibit T-1, Breeze intends to add additional service by connecting existing service points. See Exhibit T-1.

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. Altogether, pre-operating costs to date have amounted to $24 million.22 See Exhibit T- 2. These expenses and capital expenditures have been paid by the capital contributions of Mr. Neeleman, the $4.2 million contribution from the new stockholders, accessing the PDP-BFE Financing Facility, a $1 million Payroll Protection Plan loan and $400,000 in credit from the

22 The column entitled “Inception through Launch -5” represents all activities from August 2017 through June 2020. landlord of Breeze’s Salt Lake City landlord. Breeze estimates total start-up expenses to be approximately $40 million. See Exhibit T-2. Breeze’s financing plans are discussed in Exhibit 7.

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 $21.3 million. Breeze believes these estimates are conservative. The projection includes a line item for “Other Operating Expenses” that includes travel, consulting, and facilities as well as another undesignated portion for unanticipated expenses. See Exhibit T-3.

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 Breeze Aviation Group, Inc Exhibit T-1 Schedule Summary - Months 7-10

Weekly Block Hours DOW BH DEP Orig ARR BBB DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 AAA 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 AAA 12:00 12:35 CCC 15:35 2:00 30 4571 8:00 9:00 4571 2:15 16:05 CCC 17:20 17:55 DDD 21:05 2:10 30 4571 8:40 9:20 4571 2:20 21:35 DDD 22:55 RON 12:55 EEE 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 EEE 17:30 AAA 18:00 EEE 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 EEE 20:40 RON 12:55 EEE 15:35 1:40 30 51 3:20 2:50 51 1:25 16:05 EEE 17:30 DDD 18:00 EEE 19:20 1:20 30 51 2:40 3:40 51 1:50 19:50 EEE 20:40 RON 7:30 FFF 10:15 1:45 30 47 3:30 3:50 47 1:55 10:45 FFF 11:40 12:15 GGG 14:05 1:50 30 47 3:40 5:10 47 2:35 14:35 GGG 17:10 SSS 17:40 GGG 20:00 2:20 30 47 4:40 3:20 47 1:40 20:30 GGG 22:10 RON 7:30 HHH 9:20 1:50 30 51 3:40 4:20 51 2:10 9:50 HHH 12:00 SSS 12:30 HHH 14:30 2:00 30 51 4:00 3:20 51 1:40 15:00 HHH 16:40 17:15 III 19:05 1:50 30 51 3:40 3:30 51 1:45 19:35 III 21:20 RON

Weekly Block Hours DOW BH DEP Orig ARR SSS DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 JJJ 9:05 2:05 30 467 6:15 5:45 467 1:55 9:35 JJJ 11:30 12:05 DDD 14:40 2:35 30 467 7:45 8:30 467 2:50 15:10 DDD 17:00 17:35 EEE 20:30 1:55 30 467 5:45 6:15 467 2:05 21:00 EEE 22:05 RON 7:30 LLL 9:40 2:10 30 467 6:30 6:30 467 2:10 10:10 LLL 12:20 12:55 MMM 15:10 2:15 30 467 6:45 6:15 467 2:05 15:40 MMM 17:45 18:15 NNN 20:25 2:10 30 467 6:30 6:00 467 2:00 20:55 NNN 22:55 RON 7:00 III 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 III 11:20 11:55 PPP 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 PPP 16:10 BBB 16:40 PPP 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 PPP 20:30 RON 8:00 BBB 9:20 1:20 30 51 2:40 2:40 51 1:20 9:50 BBB 11:10 11:45 QQQ 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 QQQ 15:35 NNN 16:05 QQQ 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 QQQ 19:40 RON

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

Totals

165:25 82 82 Weekly 82 82 163:50 19 19 Peak Daily 19 19

Block Hour Utilization System Departures 329:15 Weekly scheduled block hours 164 Weekly 5:52 Average daily scheduled block hours (w/o spare) 38 Peak Day 8 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 2 Breeze Aviation Group, Inc Exhibit T-1 Schedule Summary - Month 11

Weekly Block Hours DOW BH DEP Orig ARR BBB DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 AAA 10:10 2:10 30 4571 8:40 9:20 4571 2:20 10:40 AAA 12:00 12:35 CCC 15:35 2:00 30 47 4:00 4:30 47 2:15 16:05 CCC 17:20 17:55 DDD 21:05 2:10 30 47 4:20 4:40 47 2:20 21:35 DDD 22:55 RON 12:55 EEE 15:35 1:40 30 47 3:20 2:50 47 1:25 16:05 EEE 17:30 AAA 18:00 EEE 19:20 1:20 30 47 2:40 3:40 47 1:50 19:50 EEE 20:40 RON 7:30 FFF 10:15 1:45 30 47 3:30 3:50 47 1:55 10:45 FFF 11:40 12:15 GGG 14:05 1:50 30 47 3:40 5:10 47 2:35 14:35 GGG 17:10 SSS 17:40 GGG 20:00 2:20 30 47 4:40 3:20 47 1:40 20:30 GGG 22:10 RON

Weekly Block Hours DOW BH DEP Orig ARR SSS DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 JJJ 9:05 2:05 30 47 4:10 3:50 47 1:55 9:35 JJJ 11:30 12:05 DDD 14:40 2:35 30 47 5:10 5:40 47 2:50 15:10 DDD 17:00 17:35 EEE 20:30 1:55 30 47 3:50 4:10 47 2:05 21:00 EEE 22:05 RON 7:30 LLL 9:40 2:10 30 47 4:20 4:20 47 2:10 10:10 LLL 12:20 12:55 MMM 15:10 2:15 30 47 4:30 4:10 47 2:05 15:40 MMM 17:45 18:15 NNN 20:25 2:10 30 47 4:20 4:00 47 2:00 20:55 NNN 22:55 RON 7:00 III 9:00 2:00 30 51 4:00 3:40 51 1:50 9:30 III 11:20 11:55 PPP 14:00 2:05 30 51 4:10 3:20 51 1:40 14:30 PPP 16:10 BBB 16:40 PPP 18:10 1:30 30 51 3:00 3:40 51 1:50 18:40 PPP 20:30 RON 8:00 BBB 9:20 1:20 30 51 2:40 2:40 51 1:20 9:50 BBB 11:10 11:45 QQQ 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 QQQ 15:35 NNN 16:05 QQQ 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 QQQ 19:40 RON

Weekly Block Hours DOW BH DEP Orig ARR RRR DEP Dest ARR BH OS Turn DOW Weekly Block Hours 7:00 AAA 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 AAA 12:25 13:00 QQQ 14:45 1:45 30 47 3:30 3:10 47 1:35 15:15 QQQ 16:50 RON 7:00 PPP 9:30 2:30 30 51 5:00 4:30 51 2:15 10:00 PPP 12:15 12:50 NNN 15:35 2:45 30 51 5:30 4:50 51 2:25 16:05 NNN 18:30 RON 7:00 DDD 9:20 2:20 30 47 4:40 5:10 47 2:35 9:50 DDD 12:25 13:00 JJJ 15:35 2:35 30 47 5:10 2:50 47 1:25 16:35 JJJ 17:30 PPP 18:00 JJJ 19:25 1:25 30 47 2:50 4:40 47 2:20 19:55 JJJ 22:15 RON

Confidential Treatment Requested Under § 302.12 3 7:00 MMM 9:35 2:35 30 51 5:10 2:30 51 1:15 10:05 MMM 11:20 QQQ 11:50 MMM 13:10 1:20 30 51 2:40 4:40 51 2:20 13:40 MMM 16:00 16:35 FFF 18:50 2:15 30 51 4:30 4:40 51 2:20 19:20 FFF 21:40 RON

Totals

125:30 62 62 Weekly 62 62 125:00 19 19 Peak Daily 19 19

Block Hour Utilization System Departures 250:30 Weekly scheduled block hours 124 Weekly 4:28 Average daily scheduled block hours (w/o spare) 38 Peak Day 8 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 4 Breeze Aviation Group, Inc Exhibit T-1 Schedule Summary - Month 12

Weekly Block Hours DOW BH DEP Orig ARR VVV DEP Dest ARR BH OS Turn DOW Weekly Block Hours 6:25 TTT 8:25 2:00 30 3456712 14:00:00 14:35:00 3456712 2:05 8:55 TTT 11:00 11:35 UUU 14:15 5:40 30 3456712 39:40:00 36:10:00 3456712 5:10 14:45 UUU 22:55 RON 6:00 EEE 8:00 2:00 30 3456712 14:00:00 14:35:00 3456712 2:05 8:30 EEE 10:35 11:10 OOO 13:50 5:40 30 3456712 39:40:00 36:10:00 3456712 5:10 14:20 OOO 22:30 RON

Confidential Treatment Requested Under § 302.12 5 2:40 51 1:20 9:50 BBB 11:10 11:45 QQQ 13:10 1:25 30 51 2:50 3:50 51 1:55 13:40 QQQ 15:35 NNN 16:05 QQQ 17:50 1:45 30 51 3:30 2:40 51 1:20 18:20 QQQ 19:40 RON

Totals

253:50 104 104 Weekly 104 104 258:00 23 23 Peak Daily 23 23

Block Hour Utilization System Departures 511:50 Weekly scheduled block hours 208 Weekly 7:18 Average daily scheduled block hours (w/o spare) 46 Peak Day 10 Number of scheduled aircraft

Confidential Treatment Requested Under § 302.12 6 EXHIBIT T-2 Breeze Aviation Group, Inc Exhibit T-2: Forecast Pre-Operating Cash Requirements

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

Pre-Operating Expenses (Accrual) Proving Runs - - - 73,294 73,294 146,587 Salaries, Wages & Benefits 5,362,936 909,284 985,668 1,133,787 1,240,127 9,631,802 Facilities Rent 346,724 45,400 45,400 45,400 45,400 528,324 Aircraft Rent & Maintenance - 70,000 75,000 169,000 179,000 493,000 Depreciation & Amortization 7,250 9,642 22,393 39,409 45,822 124,516 Sales & Marketing 16,406 10,000 10,000 25,000 25,000 86,406 Consulting 3,172,015 100,000 100,000 100,000 100,000 3,572,015 Travel 355,076 37,500 37,500 37,500 37,500 505,076 Insurance 6,600 15,400 15,400 30,800 30,800 99,000 IT (non-capex) 1,163,545 200,000 200,000 200,000 200,000 1,963,545 Other Operating Expenses 918,417 69,861 74,568 92,709 98,847 1,254,403 Total Pre-Operating Expenses 11,348,967 1,467,088 1,565,929 1,946,899 2,075,790 18,404,673

Other (Income) / Expense Interest Expense 105,676 34,488 58,441 70,457 82,278 351,339 Other Income (10,351) (2,919) 921 (63,965) (60,726) (137,040) Total Other Expense 95,325 31,569 59,363 6,491 21,552 214,300

Total Expenses 11,444,292 1,498,657 1,625,291 1,953,390 2,097,342 18,618,973

Cash Adjustments Depreciation & Other Non-Cash Expenses (149,254) (80,458) (117,162) (146,194) (164,428) (657,495) Other Working Capital Adjustment (2,066,000) (150,000) (150,000) - (150,000) (2,516,000) Pre-Operating Expenses - Cash Basis 9,229,038 1,268,199 1,358,129 1,807,196 1,782,914 15,445,477

Capital Expenditures Aircraft Pre-Delivery Deposits 11,516,410 - 2,048,389 2,051,694 2,056,600 17,673,092 Aircraft Induction 175,000 325,000 87,500 250,000 337,500 1,175,000 Leasehold Improvements - - - - 40,000 40,000 IT 58,541 60,055 60,981 48,575 84,506 312,658 Initial Provisioning - 300,000 300,000 198,000 399,000 1,197,000 Ground Support Equipment & Station Open - 150,000 150,000 99,000 199,500 598,500 Other 2,996,831 255,000 510,000 39,216 58,824 3,859,870 Total Capital Expenditures 14,746,781 1,090,055 3,156,871 2,686,484 3,175,930 24,856,120

Total Pre-Operating Cash Requirements 23,975,820 2,358,254 4,515,000 4,493,680 4,958,844 40,301,598

Cumulative Cash Requirements 23,975,820 26,334,073 30,849,073 35,342,754 40,301,598 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 ------3,542,145 3,503,690 3,694,495 3,852,410 2,977,831 6,573,695 24,144,265 Charter Revenue 504,000 1,148,000 2,410,800 4,092,480 5,176,500 6,357,960 3,288,600 3,398,220 3,507,840 3,617,460 3,654,000 3,696,000 40,851,860 Other Revenue ------35,421 35,037 36,945 38,524 29,778 65,737 241,443 Total Operating Revenues 504,000 1,148,000 2,410,800 4,092,480 5,176,500 6,357,960 6,866,166 6,936,947 7,239,280 7,508,394 6,661,610 10,335,432 65,237,568

Operating Expenses Aircraft Fuel 87,210 193,800 406,980 674,424 843,030 1,172,509 2,257,179 1,982,427 2,030,324 2,030,324 1,628,911 2,839,627 16,146,745 Salaries, Wages & Benefits 1,139,035 1,332,769 1,574,185 1,883,824 2,091,890 2,299,956 2,848,020 2,821,436 2,897,015 2,977,343 2,877,972 3,625,732 28,369,175 Aircraft Rent & Maintenance 132,200 266,000 558,600 925,680 1,157,100 1,388,520 2,658,640 2,596,202 2,671,426 2,671,426 2,150,868 3,838,965 21,015,627 Landing Fees, Ground Handling & Other AC 81,009 149,063 285,169 450,010 562,513 680,929 1,266,939 1,232,375 1,258,599 1,259,502 1,037,762 1,534,334 9,798,204 Depreciation & Amortization 72,174 93,373 118,110 143,512 170,090 200,845 218,522 226,140 238,863 273,321 297,098 310,365 2,362,412 Sales & Marketing 25,000 50,000 50,000 100,000 250,000 100,000 204,252 351,209 158,061 162,762 123,599 258,897 1,833,781 Other Operating Expenses 253,560 281,580 328,884 381,724 432,439 475,494 564,203 564,785 565,153 572,991 558,949 672,231 5,651,993 Total Operating Expenses 1,790,189 2,366,583 3,321,927 4,559,174 5,507,061 6,318,253 10,017,756 9,774,576 9,819,440 9,947,668 8,675,159 13,080,150 85,177,936

Operating Income (Loss) (1,286,189) (1,218,583) (911,127) (466,694) (330,561) 39,707 (3,151,590) (2,837,629) (2,580,161) (2,439,274) (2,013,550) (2,744,719) (19,940,368)

Other (Income) / Expense Interest Expense 94,474 103,059 115,930 128,984 146,084 163,725 180,202 191,907 248,714 322,275 352,172 386,910 2,434,436 Other Income (56,240) (50,513) (46,423) (42,691) (39,507) (36,044) (34,670) (26,691) (24,338) (28,840) (28,633) (32,081) (446,671) Total Other Expense 38,234 52,546 69,507 86,293 106,577 127,681 145,532 165,215 224,377 293,435 323,539 354,829 1,987,765

Net Income (Loss) (1,324,423) (1,271,129) (980,634) (552,987) (437,138) (87,974) (3,297,122) (3,002,844) (2,804,537) (2,732,709) (2,337,088) (3,099,548) (21,928,133) EXHIBIT T-4

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

Passenger Revenue: $ REDACT ED 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 600 600 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 4 6 8 10 12 14 14 14 14 15 16 17

Aircraft (In Service) 3 4 6 8 10 12 14 14 14 14 14 16

Sched Serv Airports ------15 15 15 15 14 18

Charter Departures 45 100 210 348 435 522 261 261 261 261 261 263

Sched Serv Departures ------726 703 726 726 531 921 REDACTED REDACTED REDACTED Charter Block Hours REDACTED 522 522 522 522 522 528 REDACTED REDACTED REDACTED REDACTED System Block Hours 1,999 1,952 2,021 2,021 1,626 2,857

System Gallons 51,300 114,000 239,400 396,720 495,900 689,711 1,327,752 1,166,134 1,194,308 1,194,308 958,183 1,670,369

Sched Serv Avg Stage Length ------750 750 750 750 750 826 REDACTED System ASMs REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED REDACTED Load Factor 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% REDACTED REDACTED REDACTED REDACTED Revenue Passengers ------52,559 50,894 52,559 53,161 39,323 75,644

FTEs ex crews 149 167 183 204 219 234 235 235 240 251 268 275

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 (28,954,389) Accounts Receiveable 16,375,317 Prepaid Expenses 1,096,387 Expendables 609,273 Total Current Assets (10,873,412) Fixed Assets Aircraft Pre-Delivery Deposits 46,544,153 Aircraft and Other PP&E (net of depreciation) 92,030,462 Other 3,882,407 Total Fixed Assets 142,457,022 Other Assets Aircraft Option Fees 600,000 Other Assets - Total Other Assets 600,000 Total Assets 132,183,610

Liabilities & Equity Current Liabilities Accounts Payable 408,527 Air Traffic Liability 16,355,690 Current Portion of Notes Payable 24,263,685 Total Current Liabilities 41,027,902 Long-term Liabilities Notes Payable and Lease Obligations 111,793,239 Other - Total Long-term Liabilities 111,793,239 Total Liabilities 152,821,141

Equity Owner's Equity 19,909,575 Retained Earnings (40,547,106) Total Equity (20,637,531) Total Liabilities & Equity 132,183,610 Exhibit U

Response to §204.3(u)

Counterpart of Agreement 18900 (OST Form 4523)

Previously submitted as February Application Exhibit U.

Exhibit V

Response to §204.3(v)

Certifications

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

The contents of this 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: June l.~, 2020 ~\,S~. ( Tom Anderson Chief Operating Officer

Certification of Compass Airlines, LLC Pursuant to 14 C.F.R. §204.3(v)

The contents of this application are true and correct to the best of my knowledge and belief as they relate to information about Joint Applicant, Compass Airlines, LLC, specifically that (a) Compass ceased operations, (b) Compass desires to transfer its interstate authority, and (c) Compass has been working with the FAA and Breeze as described in the application. Pursuant to Title 18 United States Code Section 1001, I Richard A. Leach, in my individual capacity and as the authorized representative of the applicant, 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.

Executed on: July 8, 2020

Richard A. Leach President Trans States Holdings, Inc. on behalf of Compass Airlines, LLC

1 Exhibit 1

Asset Purchase Agreement

[Confidential Treatment Requested pursuant to 14 CFR Part 302.12]

EXHIBIT 1 Entire Document Confidential

Asset Purchase Agreement

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12 Exhibit 2

Amended and Restated Certificate of Incorporation of Breeze Aviation Group, Inc.

EXHIBIT 2 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 CERTIFICATE OF AMENDMENT OF “BREEZE AVIATION GROUP,

INC.”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF JUNE, A.D.

2020, AT 3:38 O`CLOCK P.M.

6522585 8100 Authentication: 203121440 SR# 20205728088 Date: 06-16-20 You may verify this certificate online at corp.delaware.gov/authver.shtml

Exhibit 3

Breeze Aviation Group, Inc. By-Laws

Previously submitted as February Application Exhibit 3.

Exhibit 4

PDP-BFE Financing Facility

Previously submitted as February Application Exhibit 4.

[Confidential Treatment Requested pursuant to 14 CFR Part 302.12]

Exhibit 5

GECAS Financing

Previously submitted as February Application Exhibit 5.

[Confidential Treatment Requested pursuant to 14 CFR Part 302.12]

Exhibit 6

NAC-Breeze Term Sheet to Lease Aircraft

[Confidential Treatment Requested pursuant to 14 CFR Part 302.12]

EXHIBIT 6 Entire Document Confidential

NAC-Breeze Term Sheet

Confidential Treatment Requested Under § 302.12 REDACTED

Confidential Treatment Requested Under § 302.12 Exhibit 7

Financing Plan

As set forth in Exhibit 7-1, Breeze estimates its capital requirements under the Department’s financial fitness test will be $61.6 million. This represents three months of regular operations at an estimated cost of $21.3 million and estimated pre-operating costs of $40.3 million. Of those pre-operating costs, $24 million already have been incurred. See Exhibit T-2.

These expenses and capital expenditures have been paid with the more than $15.6 million in capital contributions from Mr. Neeleman, a capital raise of $4.2 million from executives and associates of Mr. Neeleman,23 accessing the loans of approximately $5.8 million, including the PDP-BFE Financing Facility for $4.4 million, a $1 million Payroll Protection Plan loan and a $400,000 loan from the landlord for Breeze’s Salt Lake City headquarters.24 Accordingly, approximately $39.3 million of the initial capital requirements remain to be paid. Of that amount, Breeze’s PDP-BFE financing facility will provide $10.5 million and cash on hand will supply $3.7 million, leaving $25.4 million remaining to be funded. See Exhibit 7-1.

Breeze in in the process of raising this money through an equity raise. Mr. Neeleman has identified a U.S. citizen lead investor willing to commit at least $25 million to the company. With the lead investor committed and an equity valuation established, Breeze believes another three investors will commit approximately $20 million. While agreements are still being negotiated, Breeze expects the transaction will close in July. Upon completion of the transaction, Breeze will submit updated ownership and citizenship information as well as the third-party verification of the funds available to confirm Breeze’s financial fitness.

23 The $4.2 million consisted of a $200,000 investment from Mr. Urbahn, and a $4 million convertible note offering. The notes converted to equity on June 1, 2020. 24 Breeze had more than $3.7 million of cash on its balance sheet as of May 2020. See Exhibit K.

Breeze Aviation Group, Inc Exhibit 7-1: Financing Plan

12 Month Total Operating Expenses$ 85,177,936 Reserve = 1/4 of 12 Month Operating Expenses$ 21,294,484

Start-up Expenses Pre-Operating Expenses (Cash)$ 15,445,477 Aircraft Deposits$ 17,673,092 Property & Facilities $ 7,183,028 Total Start-up Expenses$ 40,301,598

Financing Equity Contributions to Date$ 19,909,575 Future Equity Committed Debt Issuance to Date$ 5,774,161 Net Future Debt Committed through start-up $ 10,544,000 Total Financing $ 36,227,736

Funds Remaining$ (25,368,346) Exhibit 8

Explanation of Compliance with Citizenship Requirement

Breeze unequivocally complies with the requirement that is a “citizen of the United States” as defined in Section 40102(a)(15) of the Transportation Code. That section defines a “citizen of the United States" as a corporation that is:

• organized under the laws of the United States or a State, the District of Columbia, or a territory or possession of the United States, • the president and at least two-thirds of the board of directors and other managing officers are citizens of the United States, • is under the actual control of citizens of the United States, • and in which at least 75 percent of the voting interest is owned or controlled by persons that are citizens of the United States.

49 U.S.C. § 40102(a)(15). Breeze is a Delaware corporation. Breeze’s President David Neeleman is a U.S. citizen. All of the managing officers are U.S. citizens. Breeze now has five members of its Board of Directors, Mr. Neeleman, Trey Urbahn, Robert Milton, Henri Courpron and Michael Lazarus. All are U.S. citizens. Pursuant to a shareholders’ agreement, Mr. Neeleman has the right to elect three members of the Board. Investors elect the other two board members. As demonstrated in the capitalization table, well over 75% of the voting interest in Breeze is held by U.S. citizens. Finally, given the foregoing, the Department must conclude that Breeze is under the actual control of U.S. citizens.

CERTIFICATE OF SERVICE

I hereby certify that I have on this 9th day of July 2020 served the foregoing Joint Application of Compass Airlines and Breeze Aviation Group, Inc. for Transfer of Certificate Authority:

/s/ Erin Combs Erin Combs