Table of Contents Hopscotch Air, Inc. Response to DOT Letter of January 11, 2021
1. Cover letter response to DOT letter. 2. Receipt of payment of DOT application fee. 3. Pre-application Statement of Intent. 4. Certificate of Incorporation, State of Delaware 5. Certificate of Foreign Incorporation, State of New York 6. Sample Stockholders Agreement (which stand in for Corporate by-laws) 7. Updated resume of Steven Vandervalk, Director of Maintenance 8. Resume of Natalie Joe DiPietro, Chief Pilot. 9. P&L 2017, 2018, 2019 10. Letter requesting for more time to answer financial suitability questions.
February 11, 2021
Mr. Shabu Thomas Transportation Industry Analyst, Air Carrier Fitness Division U.S. Department of Transportation Office of the Secretary of Transportation 1200 New Jersey Avenue, SE Washington, DC 20590
RE: DOCKET NUMBER: DOT-OST-2020-0242
Mr. Thomas:
Hopscotch Air, Inc is responding to your letter dated January 11. Some responses require additional information, which is included in this letter. Any response we could not make at this time are noted, with a request for additional time to respond.
General Information
1. Confirmation of payment of the application fee is attached. 2. Hopscotch Air’s PASI is attached and submitted to the Farmingdale Flight Standards District Office, Hopscotch Air’s Certificate Holding Office. 3. Articles of Incorporation and a sample Shareholder Agreement (which are the by-laws) are attached. 4. Signed affidavit stating that the applicant is a United States citizen and all officers, director, and other control individuals or entities are United States citizens.
Ownership and Key Personnel
5. Andrew Schmertz and Douglas Okin are majority shareholders, owning 72 percent of the fully diluted stock. On an undiluted basis, Schmertz and Okin own 54 percent of Hopscotch Air’s stock. a. There is only one class of stock, with one share equaling one vote. b. No corporation, partnership or LLC owns 10 percent or more of the shares. c. N/A.
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Corporate Hopquarters Long Island, NY Westchester, NY 140 West End Avenue Republic Airport Ross Aviation West New York, NY 10023 1100 New Highway 76 Tower Road Farmingdale, NY White Plains, NY
6. Board of Directors and Key Personnel
NAME U.S. CITIZEN INTEREST IN OTHER NOTES AIR CARRIERS, OTHER AVIATION BUSINESSES ANDREW YES AIR TAXI SERVICES SEE NOTE 1 SCHMERTZ AND SUPPORT (D/B/A LINEAR AIR)
DOUGLAS OKIN YES AIR TAXI SERVICES SEE NOTE 1 AND SUPPORT (D/B/A LINEAR AIR)
SEE NOTE 2 JAMES FENDT FLEET AVIATION, LLC YES (CEASES OPERATIONS)
IMAGINE AIR JET SEE NOTE 3 SERVICES, LLC (CEASED OPERATONS)
DENNIS YES N/A O’CONNELL
KEY PERSONNEL
NAME U.S. CITIZEN INTEREST IN POSITION WITH OTHER AIR HOPSCOTCH AIR, CARRIERS, INC OTHER AVIATION BUSINESSES ROBERT BERGEN YES N/A DIRECTOR OF OPERATIONS NATALE DIPIETRO YES N/A CHIEF PILOT STEVE YES CO-OWNER OF DIRECTOR OF VANDERVALK PARAGON AIR MAINTENANCE SERVICES, CALDWELL, NJ
Note 1: Air Taxi Services and Support, LLC wholly owned AirDialog, LLC, a Part 135 air carrier until about January 2020. Company currently is a broker of air carrier services.
Note 2: Fleet Aviation LLC was a Part 135 air carrier and Mr. Fendt held a minority interest. Company ceased operating.
Note 3: Imagine Air Services, LLC was a Part 135 air carrier and Mr. Fendt held a minority interest. Company ceased operating in June 2018.
7. Hopscotch Air, Inc has no subsidiaries.
Corporate Hopquarters Long Island, NY Westchester, NY 140 West End Avenue Republic Airport Ross Aviation West New York, NY 10023 1100 New Highway 76 Tower Road Farmingdale, NY White Plains, NY
8. Your letter requests information pertaining to Mr. Bergen’s resume between October 2009 and November 2010. Mr. Bergen was not employed at that time, as he stayed home with his young children. 9. Your letter requests information for pertaining to Mr. DiPitero’s resume from 2007-2012. That information was included. We attached an updated resume. 10. We have updated Mr. Vandervalk’s resume to reflect his employment with Hopscotch Air, Inc. 11. Under current Hopscotch Air operations, these positions are part-time. However, with the exception of Mr. Vandervalk, these positions will become full-time in a commuter air operation. We believe that the Director of Maintenance need not be a full-time position with the as-proposed start-up of commuter air services. This, of course, can change and is subject to review.
12. Operations and Financial Position:
a. Three Kodiak 100 Series II aircraft. Each aircraft is certificated for single pilot operations, but we intend to operate them with two crew members and 7 additional passenger seats. The aircraft will be owned by shareholders and leased to the Company. b. We request an additional 60 -90 days to answer. c. Pending. Aircraft have not been acquired yet and therefore leases haven’t been entered into. We request an additional 60 -90 days to answer.
13. Financing and Funding a. Hopscotch Air, Inc has engaged Seabury Capital Group to assist in raising capital. Seabury has extensive aviation investment banking experience. We request an additional 60-90 days to better explain the sources of funding. a.- d. Current bank statement attached but we request an additional 60-90 days to answer, since plans are subject to funding.
14. We request an additional 60-90 days to answer. 15. Attached balance sheets and P&L statements for 2017. 2018, and 2019. 16. We request an additional 60-90 days to answer. 17. We request an additional 60-90 days to answer. 18. We request an additional 60-90 days to answer. 19. Company, key personnel, nor substantial interest shareholders have no known judgments.
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Corporate Hopquarters Long Island, NY Westchester, NY 140 West End Avenue Republic Airport Ross Aviation West New York, NY 10023 1100 New Highway 76 Tower Road Farmingdale, NY White Plains, NY
Certification:
The contents of this application and the attached exhibits are true and correct to the best of my knowledge and belief. Pursuant to Title 18 of the United States Code Section 1001, I, Andrew Schmertz, in my individual 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 USC section 1001 shall be fined or imprisoned not more than five years or both.
Sincerely,
Andrew Schmertz President and Chief Executive Officer Hopscotch Air, Inc 917-921-1116 [email protected]
Corporate Hopquarters Long Island, NY Westchester, NY 140 West End Avenue Republic Airport Ross Aviation West New York, NY 10023 1100 New Highway 76 Tower Road Farmingdale, NY White Plains, NY From: notifi[email protected] Subject: Pay.gov Payment Confirmation: Commuter Authority, Certificate of Public Convenience and Necessity Date: February 7, 2021 at 9:14 AM To: andrew@flyhopscotch.com
An official email of the United States government
Your payment has been submitted to Pay.gov and the details are below. If you have any questions regarding this payment, please contact Tammi Seals at (202) 366-4864 or [email protected].
Application Name: Commuter Authority, Certificate of Public Convenience and Necessity Pay.gov Tracking ID: 26R7475F Agency Tracking ID: 76075393747 Transaction Type: Sale Transaction Date: 02/07/2021 09:14:33 AM EST Account Holder Name: Andrew Schmertz Transaction Amount: $670.00 Card Type: Visa Card Number: ************3660
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Pay.gov is a program of the U.S. Department of the Treasury, Bureau of the Fiscal Service Form Approved OMB No. 2120-0593 Expiration Date: 0 /3 /20
PREAPPLICATION STATEMENT OF INTENT US Department of Transportation Federal Aviation Administration Paperwork Reduction Act Statement: A federal agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a currently valid OMB Control Number. The OMB Control Number for this information collection is 2120-0593. Public reporting for this collection of information is estimated to be approximately 96 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, completing and reviewing the collection of information. All responses to this collection of information are mandatory per 14 CFR Part 119. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden should be directed to the FAA at: 800 Independence Ave SW, Washington, DC 20591, Attn: Information Collection Clearance Officer, ASP-110. Section 1A. To Be Completed By All Applicants
1. Name and mailing address of company 2. Address of principal base where operations will be conducted Hopscotch Air, Inc. (do not use post office box) 140 West End Avenue Hopscotch Air, Inc. Suite 14A 1100 New Highway New York, NY 10023 Farmingdale, NY 11735
3. Proposed Start-up date 4. Requested three-letter company identifier in order of preference Company is already operating, scheduled service TBD 1. HPK (already assigned) 2. 3. Company Email Address Doing Business As (DBA) [email protected] N/A
5. Management Personnel Name (Last, first, middle) Title Telephone (including area code) and Email Address Robert Bergen Director of Operations 973-727-2481 [email protected] Natalie Joe DiPietro Chief Pilot 631-335-3673 [email protected] Andrew Schmertz Assistant Director of Operations 917-921-1116 [email protected] Steve VanderValk Director of Maintenance 973-575-0364
Section 1B. To Be Completed By Air Operators 6. Proposed type of operation (check as many as applicable)
Air Carrier Certificate Part 121 Passengers and Cargo Single Pilot Operator Operating Certificate Part 125 Cargo Only Single Pilot-in-Command Operator Part 133 Scheduled Operations Basic Part 135 Operator Nonscheduled Operations Section 1C. To Be Completed By Air Agencies 7. Proposed type of agency and rating(s)
Part 145 Repair Station Part 147 Maintenance Technical School Domestic Airframe Foreign New Renew Powerplant Satellite Both Airframe Instrument Powerplant Accessory Propeller Specialized Service Radio
Section 1D. To Be Completed By Air Operators 8. Aircraft Data 9. Geographic area of Intended operations Numbers and types of aircraft (Include Registration if available) Number of passenger seats or Northeast, Mid-Atlantic, Canada * (by make, model, and series) cargo payload capacity N709FA (current). Cirrus SR 22 3 N873WT (current). Cirrus SR 20 4 *already certificated as a foreign air Proposed: carrier in Canada.
TBD
FAA Form 8400-6 (0 -1 ) Supersedes Previous Edition Page 1 Electronic Version Section 1E. To Be Completed By All Applicants 10. Additional information that provides a better understanding of the proposed operation or business (attach additional sheets, if necessary) Hopscotch Air, Inc is a current certificated Air Carrier under Title 14 Part 135, certificate number 1HSA054M. The Company has a decade long history of operating Cirrus aircraft as part of its charter business.
This PASI is to apply for Commuter Air Authority and provide scheduled service using Kodiak, Caravan, or other turboprop aircraft with 9 passenger seats or less.
11. The statements and information contained on this form denote an intent to apply for FAA certification. Signature Date Name and Title Andrew M. Schmertz 2/4/2021 President and Chief Executive Officer
Section 2. To Be Completed By FAA District Office Received by (district office): Precertification Number
Date: Date Coordinated with AFS-620
Remarks
FAA Form 8400-6 (0 -1 ) Supersedes Previous Edition Page 2 Electronic Version
STOCKHOLDERS’ AGREEMENT
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) adopted as of June 14, 2014 among Hopscotch Air, Inc., a Delaware corporation (the “Corporation”), and each of the individuals identified on Annex A hereto (the “Stockholders”).
Each Stockholder owns, on the date hereof, shares of Common Stock, (the “Common Stock”), of the Corporation. The parties wish to provide for the terms with respect to certain matters regarding the relationship between the Corporation and the Stockholders. Accordingly, the parties agree as follows:
SECTION 1. DEFINITITIONS
The following terms shall have the following meanings:
(a) “Affiliate” shall mean any (a) corporation or other entity in which the subject person owns, directly or indirectly, more than 50% of the capital stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other entity and (b) any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the subject person.
(b) “Board” means the Board of Directors of the Corporation.
(c) “Equity Securities” means all shares of capital stock of the Corporation, all securities convertible into or exchangeable for shares of capital stock of the Corporation, and all options, warrants, and other rights to purchase or otherwise acquire from the Corporation shares of such capital stock, or securities convertible into or exchangeable for shares of such capital stock.
(d) “Group” means the spouse, parent, brother, sister, and lineal ancestors and descendants of such Stockholder (in all cases, including both natural and adoptive), and all trusts for the benefit of any of the foregoing.
(e) “Major Stockholder” means at a particular time, any Stockholder who holds at least 4% of the then outstanding shares of Common Stock of the Corporation.
(f) “New Securities” means all Equity Securities other than:
(i) Common Stock (subject to equitable adjustment for stock splits, dividends, combinations and like occurrences) issued to officers, employees or directors of, or consultants to, the Corporation, pursuant to any agreement, plan or arrangement approved by the Board, or options to purchase or rights to subscribe for such Common Stock, or securities by their terms convertible into or exchangeable for such Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities pursuant to any such Board approved agreement, plan or arrangement;
(ii) Common Stock issuable upon conversion of shares of any shares of preferred stock of the Corporation;
(iii) securities issued as a stock dividend or upon any stock split or other subdivision or combination of shares of Common Stock;
(iv) securities issued upon exercise or exchange of options or warrants granted, issued or outstanding as of the date hereof;
(v) securities that were declared to be “Excluded Securities” for purposes of this Section 1.1(f)(v) by the holders of a majority (by voting power) of the outstanding shares of Common Stock;
(vi) securities issued as consideration in connection with the merger or consolidation of the another entity into or with the Corporation or a subsidiary of the Corporation, or the sale of all or substantially all of the assets of another entity to the Corporation; and
(vii) securities issued in connection with an underwritten public offering and registered pursuant to the Securities Act.
(g) “Pro Rata Percentage” shall mean, as to each Stockholder, that percentage figure which expresses the ratio that (x) the number of outstanding shares of Common Stock then owned by such Stockholder bears to (y) the aggregate number of outstanding shares of Common Stock then held by all Stockholders (for purposes solely of the computation required under clauses (x) and (y) above, all of the Corporation’s securities held by such persons that are convertible into or exercisable or exchangeable (regardless of whether such securities are convertible, exercisable, or exchangeable at the time of determination) for shares of Common Stock at the rate at which such securities are (or, but for the lapse of time, would then be) convertible into or exercisable or exchangeable for shares of Common Stock in effect at the time of delivery by any notice contemplated by this Agreement, shall be deemed to have been issued and be outstanding and held by such persons).
(h) “Qualified Public Offering” means the completion of the first underwritten public offering for the account of the Corporation of shares of Common Stock of the Corporation pursuant to a registration statement filed under the Securities Act.
(i) “Securities Act” means the Securities Act of 1933, as amended.
(j) “Shares” means the Equity Securities held by the Stockholders.
(k) “Third Party” means, with respect to any Stockholder, any person or entity that is not a member of the Group of such Stockholder.
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(l) “Transfer” means to sell, transfer, assign, or otherwise dispose of, either voluntarily or involuntarily and with or without consideration.
SECTION 2. SHARES
2.1 Limitations on Transfer of Stock by Stockholders
Anything contained in this Agreement to the contrary notwithstanding, each Stockholder hereby agrees she, he or it shall not at any time during the term of this Agreement Transfer any Shares except by Transfer in accordance with Section 2.2 or 2.3 hereof, as applicable.
2.2 Right of First Refusal on Transfer
(a) If a Stockholder (such persons being hereinafter referred to collectively as the “Seller”) seeks to Transfer any Shares or any rights to Shares held by such Seller (such Shares being collectively referred to as the “Transfer Stock”) to any person other than pursuant to a Permitted Transfer (as defined below), such Seller shall reduce to writing (the “First Refusal Notice”) the terms pursuant to which Seller desires to Transfer such Transfer Stock (a “Transfer Offer”). Such First Refusal Notice shall identify the Transfer Stock, the consideration contemplated for the Transfer Stock and all the other terms and conditions of such Transfer Offer. The Seller shall provide the First Refusal Notice to the Corporation and all Major Stockholders (the “Non Selling Stockholders” and together with the Corporation, the “Transfer Offerees”). The Transfer Notice shall constitute an irrevocable offer by the Seller (a “First Offer”) to sell Transfer Stock to the Transfer Offerees at a price equal to the price and upon the same terms as the terms contained in such First Refusal Notice. The Transfer Offerees shall have the irrevocable right and option (the “Right of First Refusal”), exercisable as provided below (which right and option shall take priority over the right of co-sale as set forth in Section 2.3 below), to accept the First Offer (subject to the priorities and pro rata adjustments set forth below) as to any or all Shares of the Transfer Stock. Each Transfer Offeree that desires to exercise such option with respect to a First Offer shall provide the Seller with an irrevocable written notice (the “Notice”) specifying the number of Shares of the Transfer Stock which such Transfer Offeree is requesting to purchase pursuant to such First Offer, which shall be binding on said Transfer Offeree for the number of Shares in such Notice, or the lesser number of Shares if so allocated pursuant to Section 2.2(b), within ten (10) Business Days after the Transfer Notice is given to such Transfer Offeree (the “Notice Period”), and shall simultaneously provide a copy to the Corporation. The Corporation shall promptly distribute such notice of acceptance to all other Transfer Offerees.
(b) The allocation of Transfer Stock to Transfer Offerees pursuant to a First Offer shall be made as follows:
(i) The Corporation shall have the first priority to exercise a Right of First Refusal within the Notice Period to purchase all or a portion of the Transfer Stock.
(ii) The Non-Selling Stockholders shall have a second priority to exercise a Right of First Refusal within the fifteen day period following the 3
completion of the Notice Period (the “Second Notice Period”) to purchase all or a portion of the Transfer Stock not purchased or elected to be purchased by the Corporation pursuant to Section 2.2(b)(i) of this Agreement (the “Remaining Transfer Stock”). The Right of First Refusal granted under this Section 2.2(b)(ii) to purchase the Remaining Transfer Stock shall exist for the Non-Selling Stockholders with respect to such portion of the Remaining Transfer Stock that is equal to that Non-Selling Stockholder’s Pro Rata Percentage.
(iii) Subject to Section 2.3, if the Corporation and the Non- Selling Stockholders do not exercise a Right of First Refusal with respect to all of the Transfer Stock under the provisions of Sections 2.2(b)(i) and (ii), the Seller can proceed with his, her or its sale of the Transfer Stock to a third party.
(c) The closing of the purchases of the Transfer Stock by the Transfer Offerees that have exercised the options granted pursuant to this Section 2.2 shall take place at the principal office of the Corporation within 60 days of the First Offer (the “Closing”). At the Closing, if any, the Transfer Offerees shall deliver a certified check or checks in the appropriate amount to the Seller against delivery of certificates representing the Transfer Stock so purchased, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank.
(d) Notwithstanding anything contained herein to the contrary, no sale may be made by a Seller to any person other than a Transfer Offeree unless and until the provisions of Section 2.3 hereof are complied with.
2.3 Co-Sale
(a) If after complying with the provisions of Section 2.2, any Stockholder (a “Selling Stockholder”) proposes to transfer Shares to one or more third parties (a “Transfer”), then such Selling Stockholder shall give each of the Major Stockholders (the “Co-Sale Stockholders”) notice of such Selling Stockholder's intention to make such Transfer (the “Transfer Notice”), which Transfer Notice shall include (i) a description of the Equity Securities to be transferred (“Offered Shares”), (ii) the identity of the prospective transferee(s) and (iii) the consideration and the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Selling Stockholder has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice.
(b) Each Co-Sale Stockholder who or which notifies the Selling Stockholder within fifteen (15) business days after delivery of the Transfer Notice shall have the right to participate in the proposed Transfer by delivering to such Selling Stockholder a notice (the “Purchase Notice”) specifying the number of Shares of the Offered Shares with respect to which such Co-Sale Stockholder exercises its right under this Section 2.3 Each Co-Sale Stockholder shall be entitled to Transfer, at the same price and on the same terms and conditions applicable to the Transfer by such Selling Stockholder, up to a number of shares of Common Stock equal to its Pro Rata Percentage of the aggregate number of shares of Common Stock subject to the Transfer, plus, in the case of any Co-Sale Stockholder who or which indicated in its Purchase Notice its intention to Transfer, if available, any Shares in excess of its Pro Rata Percentage thereof, such
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Co-Sale Stockholder’s Pro Rata Percentage of the balance of the Shares not sold by the other Co- Sale Stockholder(s) in connection with such proposed Transfer by such Selling Stockholder (excluding for purposes of determining such Pro Rata Percentage the non-transferring Co-Sale Stockholder(s)).
(c) If any Co-Sale Stockholder has not accepted the offer contained in the Transfer Notice by delivering the Purchase Notice, he, she or it shall be deemed to have irrevocably waived his, her or its rights hereunder with respect to such proposed Transfer. Upon compliance with the foregoing provisions of this Section 2.2 and 2.3, such Selling Stockholder shall thereafter be free, for a period of 60 business days from the date of the Transfer Notice, to transfer the securities specified in the Transfer Notice (other than the securities, if any, as to which the Co-Sale Stockholders are entitled to and have elected to Transfer to the proposed third party in the proposed Transfer pursuant to Section 2.3(b)), but only on terms no more favorable to the Selling Stockholder than the terms described in the Transfer Notice. Any election by a Co- Sale Stockholder to participate in the proposed Transfer described in the Transfer Notice shall be irrevocable until five business days following the proposed closing date specified in the Transfer Notice, and following an election by an Co-Sale Stockholder to participate in the proposed Transfer, such Co-Sale Stockholder shall be entitled to participate in the proposed Transfer on the same terms and conditions applicable to the Selling Stockholder; provided, however, that in no event shall a Co-Sale Stockholder be required to participate in the proposed Transfer if the Selling Stockholder does not so participate. Each such participating Co-Sale Stockholder shall take such actions and execute and deliver such documents and instruments as shall be reasonably necessary in order to consummate the proposed Transfer expeditiously and on the same terms as the Selling Stockholder. Promptly after any sale to such third party pursuant to this Section 2.3, the Seller shall notify the Corporation of the consummation thereof and shall furnish such evidence of the completion of such sale and of the terms thereof as the Corporation may reasonably request. If, at the termination of the applicable time periods to consummate said sale, the Seller has not completed the sale of all the Offered Shares, such Selling Stockholder shall no longer be permitted to Transfer such Transfer Stock pursuant to Section 2.2 or this Section 2.3 without again fully complying with the provisions of Section 2.2 and this Section 2.3, and all the restrictions on sale transfer or assignment contained in this Agreement shall again be in effect with respect to all such Selling Stockholder’s Offered Shares.
(d) Notwithstanding the foregoing, the provisions of Section 2.3(b) shall not apply to (i) any pledge of Shares by a Selling Stockholder made pursuant to a bona fide loan transaction with full recourse to the Selling Stockholder that creates a mere security interest in the Shares in favor of the pledgee, provided that the pledgee shall take such shares subject to the terms and conditions of this Agreement applicable to such Selling Stockholder with respect to such shares; or (ii) any Transfer of Shares by the Selling Stockholder to a member of such Selling Stockholder’s Group (each, a “Permitted Transfer”); provided, however, that, in each case, the pledgee, transferee or donee of such Shares shall agree in writing with the parties hereto to be bound by and comply with the terms of this Agreement as if such party was an original signatory hereto; and (iv) any Transfer of Shares by any Selling Stockholder to the Corporation in connection with the exercise by the Corporation of any rights of first refusal or similar rights with respect thereto.
2.4 Drag Along Right
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(a) Drag-Along Right. If Stockholders holding at least the majority of the outstanding shares of Common Stock (collectively, the “Section 2.4 Sellers”) should propose to Transfer all or substantially all of the securities of the Corporation that they own to any unaffiliated third party in a bona fide, arms-length transaction, including through a stock sale or merger (the “Section 2.4 Transfer”), the Section 2.4 Sellers may, at their option, require all but not less than all of the other Stockholders (the “Other Stockholders”) to participate in and vote for such transfer.
(b) Written Notice. The Section 2.4 Sellers shall provide written notice of such Section 2.4 Transfer to the Other Stockholders (a “Section 2.4 Notice”) and a draft of the agreement pursuant to which such shares are proposed to be transferred (the “Section 2.4 Agreement”). The Section 2.4 Notice shall state (i) the Section 2.4 Sellers' bona fide intention to sell, (ii) the name and address of the prospective transferee(s), (iii) the number of shares of stock to be sold, and (iv) the terms and conditions (including price) of the contemplated sale, (v) the expected closing date of the transaction. Each Other Stockholder shall be required as appropriate to vote in favor of the Section 2.4 Transfer and participate in the Section 2.4 Transfer on the terms and conditions set forth in the Section 2.4 Notice and to tender at least the same percentage of its shares of capital stock of the Corporation (on a fully diluted and as converted basis) that will be sold by the Section 2.4 Sellers. The price of such Section 2.4 Transfer shall be the price set forth in the Section 2.4 Notice. In furtherance of, and not in limitation of, the foregoing, in connection with a Section 2.4 Transfer, each Other Stockholder will cooperate in good faith with such Section 2.4 Sellers by facilitating the Section 2.4 Transfer by such Other Stockholder.
(c) Delivery of Shares. Within ten (10) days following the receipt of the Section 2.4 Notice, each of the Other Stockholders shall deliver to a representative of the Section 2.4 Sellers designated in the Section 2.4 Notice certificates representing all securities held by such Other Stockholders duly endorsed, together with any other documents reasonably required to be executed in connection with such Section 2.4 Transfer or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such securities pursuant to this Section 2.4 at the closing for such Section 2.4 Transfer against delivery to such Other Stockholder of the consideration therefore. If any Other Stockholder should fail to deliver such certificates to the Section 2.4 Sellers, the Corporation shall cause its books and records to show that such securities are bound by the provisions of this Section 2.4 and that such securities shall be transferred to the transferee identified in the Section 2.4 Notice immediately upon surrender for transfer by the Other Stockholder thereof.
(d) Consummation of Sale. Promptly after the consummation of the Section 2.4 Transfer pursuant to this Section 2.4(d), the Section 2.4 Sellers shall give notice thereof to the Other Stockholders, shall remit to each of the Other Stockholders who has surrendered its certificates the total consideration for the securities transferred by such Other Stockholder pursuant hereto and, in any event, shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Stockholder. If within sixty (60) days after the Section 2.4 Sellers give the Section 2.4 Notice, they have not completed the Section 2.4 Transfer, the Section 2.4 Sellers shall, if applicable, return to each of the Other Stockholders all certificates representing the shares of capital stock of the Corporation of such Other Stockholders that such Other Stockholders delivered for transfer pursuant hereto, together with any documents in the possession of the
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Section 2.4 Sellers executed by the Other Stockholders in connection with such proposed transaction, and all the restrictions on transfer contained in this Agreement applicable at such time with respect to the shares owned by the Other Stockholders shall again be in effect.
2.5 Right of First Offer on Corporation Issuances
(a) If the Corporation proposes to offer New Securities to any person or entity at any time, the Corporation shall, before such offer, deliver to each Major Stockholder (each an “Offered Stockholder”) an offer (the “Offer”) to sell, upon the terms set forth in this Section, such Offered Stockholder's Pro Rata Percentage of the New Securities to such Offered Stockholder (and to sell to such Offered Stockholder such Offered Stockholder's Pro Rata Percentage of the Offered Securities that are not subscribed for by the other Offered Stockholders as hereinafter provided). The Offer shall state that the Corporation proposes to issue the New Securities and specify their number and terms (including purchase price). The Offer shall remain open and irrevocable for a period of 30 days (the “Offer Period”) from the date of its delivery.
(b) Such Offered Stockholder may accept the Offer by delivering to the Corporation a notice (the “Acceptance Notice”) within the Offer Period. The Acceptance Notice shall state the number of New Securities such Offered Stockholder desires to purchase. The sale of New Securities with respect to which such Offered Stockholder delivered a Acceptance Notice shall be made on a business day, as designated by the Corporation, after expiration of the Offer Period on those terms and conditions of the Offer not inconsistent with this Section.
(c) If any Offered Stockholder did not subscribe to purchase its Pro Rata Percentage of the New Securities, the other subscribing Offered Stockholders that indicated in their respective Acceptance Notices their intention to purchase, if available, Offered Securities in excess of their respective Pro Rata Percentages, shall be entitled to purchase the balance of the New Securities not so subscribed for by such non-subscribing Offered Stockholder(s) in the same proportion in which they were entitled to purchase the Offered Securities originally (excluding for such pur poses the non-subscribing Offered Stockholder(s)). The Corporation may issue and sell the remaining New Securities or any portion thereof not so subscribed for on the terms and conditions of the Offer to any person or entity within 90 days after expiration of the Offer Period. If such issuance is not made within such 90-day period, the restrictions provided for in this Section shall again become effective.
(d) The obligations of the Corporation under this Section 2.5 shall not apply to (i) Qualified Public Offering or (ii) a Corporate Transaction (as defined in Section 4.2 below).
SECTION 3. BOARD REPRESENTATION
3.1 Board Representation
(a) Subject to the terms of this Agreement and so long as Andrew Schmertz (“S 1”) holds at least 10% of the Shares of the Company, S1 shall be entitled (A) to nominate one (1) individual for election to the Board to serve as a director until his or her successor is elected and qualifies (the “S1 Director”), (B) to nominate such successor, and (C) if S1 so
7 determines to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B).
(b) Subject to the terms of this Agreement and so long as Douglas Okin (“S2”), holds at least 10% of the Shares of the Company, S2 shall be entitled (A) to nominate one (1) individual for election to the Board to serve as a director until his or her successor is elected and qualifies (the “S2 Director”), (B) to nominate such successor, and (C) if S2 so determines to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B).
(c) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable after delivery of such notice, each of the Stockholders shall take or cause to be taken such corporate actions within its power as may be reasonably required to cause the election or removal proposed in such notice. Anything contained herein to the contrary notwithstanding, no director may be proposed for removal (other than for cause) by any parties or Stockholder other than the parties or Stockholders entitled to nominate such individual in accordance with the foregoing provisions of Section 3.1.
3.2 Voting Agreement
Each Stockholder shall vote all Shares held by such Stockholder for the election to the Board of all individuals nominated in accordance with Section 3.1 and for the removal from the Board of all directors proposed to be removed in accordance with Section 3.1.
3.3 Number of Directors
Each Stockholder agrees not to take any actions to increase the number of directors serving on the Board above three without the prior written consent of each S1 and S2.
SECTION 4. MISCELLANEOUS
4.1 Legend on Stock Certificates
(a) Each certificate representing shares of capital stock that are subject to this Agreement shall bear a legend substantially in the following form:
“THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF DIRECTORS ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT DATED AS OF [APRIL [ ], 2014] AMONG THE ISSUER AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER.”
(b) Upon the consummation of a Qualified Public Offering, the holders of any shares of capital stock bearing the legend described in subsection (a) above shall be entitled to
8 receive from the Corporation, without expense, a new certificate not bearing the restrictive legend described in subsection (a) and not containing any other reference to the restrictions imposed by this Agreement.
(c) At any time after the termination of this Agreement in accordance with Section 4.2, any holder of a stock certificate legended pursuant to this Section 4.1 may surrender such certificate to the Corporation for removal of such legend, and the Corporation will duly reissue a new certificate without the legend.
4.2 Termination Events
This Agreement shall terminate upon the earliest to occur of any one of the following events (and shall not apply to any transfer by a Stockholder in connection with any such event):
(a) The liquidation, dissolution or indefinite cessation of the business operations of the Corporation;
(b) The execution by the Corporation of a general assignment for the benefit of creditors or the appointment of a receiver or trustee to take possession of the property and assets of the Corporation;
(c) A Qualified Public Offering; or
(d) The (i) Corporation’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or (ii) if the Corporation effects any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of, provided that this Section 4.2(d) shall not apply a merger effected exclusively for the purpose of changing the domicile of the Corporation (each such transaction, a “Corporate Transaction”).
With respect to any individual Stockholder, this Agreement shall terminate earlier with respect to just such Stockholder upon the Transfer of all Shares owned by such Stockholder.
4.3 Severability; Governing Law
If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to performed wholly therein (without regard to principles of conflicts of laws).
4.4 Assignments; Successors and Assigns
Except in connection with any Transfer of Shares in accordance with this Agreement, the rights of each party under this Agreement may not be assigned. This Agreement shall bind and inure to the benefit of the parties and their respective successors, permitted assigns, legal representatives and heirs.
9
4.5 Amendments
This Agreement may only be modified or amended, or the performance thereof waived, either (a) by an instrument in writing signed by: (i) the Corporation and (ii) the Stockholders holding at least a majority of all Shares then held by all of the Stockholders or (b) in a writing by the party or parties against whom such waiver or amendment is sought to be enforced.
4.6 Notices
All notices, claims, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, or by registered or certified mail, return receipt requested and postage prepaid, or by electronic mail, with a copy thereof to be sent by mail (as aforesaid) within 24 hours of such electronic mail, addressed as follows: if to the Corporation: 140 West End Avenue, Suite 14a, New York, NY 10023, Attn: Andrew Schmertz, if to a Stockholder, to the address of such Stockholder and the address of the representative of such Stockholder, if any, specified on the Annex(es) hereto; or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith. Any such notice or communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of nationally-recognized overnight courier, on the next business day after the date when sent, (c) in the case of telecopy transmission, when received, and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted. As used in this Section 4.6, “business day” shall mean any day other than a day on which banking institutions in the State of New York are legally closed for business.
4.7 Additional Stockholders
Notwithstanding anything to the contrary contained herein, if the Corporation shall issue additional shares of Common Stock, any purchaser (who is not already party to this Agreement) of such shares of Common Stock shall, as a condition to receipt of such shares, become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and upon execution and delivery thereof shall be deemed a Stockholder hereunder and Annex A shall be updated accordingly.
4.8 Headings
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
4.9 Nouns and Pronouns
Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.
4.10 Entire Agreement
10
This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter.
4.11 Counterparts
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.
[Remainder of this page intentionally left blank]
11
COUNTERPART SIGNATURE PAGE TO THE STOCKHOLDERS’ AGREEMENT OF HOPSCOTCH AIR, INC.
IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement on the date first above written.
CORPORATION:
HOPSCOTCH AIR, INC.
By: Name: Andrew Schmertz Title: Chief Executive Officer
12
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STEVEN VANDER VALK 3301 Tudor Drive Pompton Plains, NJ 07444 Phone 973-476-6073
RATINGS PRIVATE PILOT, SEL, A&P, IA # 2919106
EDUCATION
GRADUATED 1982 TETERBORO SCHOOL OF AERONAUTICS A & P RATING
SEPTEMBER 1990 AIRWORK, MILLVILLE PT6A-41/42 HEAVY MAINTENANCE TRAINING
OCTOBER 1996 FLIGHT SAFETY WICHITA, KS MITSUBISHI MU-2 MAINTENANCE INITIAL TRAINING
FEBRUARY 2000 CESSNA AIRCRAFT HIGH PERFORMANCE SINGLE ENGINE TRAINING
MAY 2000 HONEYWELL AEROSPACE ACADEMY TPE331 MAINTENANCE INITIAL TRAINING
OCTOBER 2001 WILLIAMS INTERNATIONAL FJ44 MAINTENANCE INITIAL TRAINING
MARCH 2003 FLIGHTSAFETY WICHITA, KS CESSNA 500 SERIES MAINTENANCE INITIAL TRAINING
OCTOBER 2003 FLIGHTSAFETY WICHITA, KS CESSNA 208 SERIES MAINTENANCE INITIAL TRAINING
OCTOBER 2004 FLIGHTSAFETY WICHITA, KS CESSNA 300/400 SERIES INITIAL TRAINING
MAY 2004 GARMIN INTERNATIONAL, INC. GARMIN G1000 LINE MAINTENANCE TRAINING
DECEMBER 2007 CIRRUS AIRCRAFT CIRRUS SR SERIES MAINTNEANCE TRAINING
MARCH 2008 ROTAX ROTAX 912 MAINTENANCE AND SERVICE TRAINING
JUNE 2008 CESSNA CESSNA 350/400 AIRCRAFT INITIAL TRAINING
SEPTEMBER 2008 GARMIN INTERNATIONAL, INC CIRRUS PERSPECTIVE BY GARMIN LINE MAINENTANCE TRAINING
SEPTEMBER 2008 CIRRUS AIRCAFT COMPOSITE REPAIR TRAINING
SEPTEMBER 2008 CIRRUS AIRCRAFT CAPS TECHNICIAN TRAINING
SEPTEMBER 2008 HARTZELL PROPELLER, INC. COMPOSITE BLADE REPAIR TRAINING
JULY 2010 CESSNA CESSNA 162 MAINTENANCE TRAINING
FEBRUARY 2011 FLIGHTSAFETY WICHITA, KS CESSNA 208 SERIES MAINTENANCE INITIAL TRAINING
APRIL 2012 ROTAX ROTAX 912, 914 MAINTENANCE AND SERVICE RECURRENT TRAINING
JULY 2012 CIRRUS AIRCRAFT CAPS OVERHAUL TRAINING
MARCH 2013 FLIGHTSAFETY WICHITA KS CESSNA 550/560 SERIES MAINTENACE UPDATE
OCTOBER 2013 DIAMOND AIRCRAFT DA40-180 AND DA42NG/VI SERIES INCLUDING AUSTRO ENGINE AE300
AUGUST 2019 CIRRUS AIRCRAFT SF50 MAINTENANCE INITIAL TRAINING
FEBRUARY 2020 WILLIAMS INTERNATIONAL FJ33 LINE MAINTENANCE TRAINING
EMPLOYMENT
OCTOBER 1982-OCTOBER 1996 SYREK-MEE AVIATION CHIEF INSPECTOR RESPONSIBLE FOR INSPECTION AND MAINTENANCE OF VARIED GENERAL AVIATION AIRCRAFT OPERATED UNDER FAR PARTS 91, 135 & 141 INCLUDING ALL CESSNA MODELS 150 THROUGH 550, BEECH 23 THROUGH B200, VARIOUS PIPER MODELS, TURBO COMMANDER 690 SERIES AND OTHERS
OCTOBER 1996 - APRIL 1998 MUSTANG AVIATION CHIEF INSPECTOR SAME DUTIES AS ABOVE ALSO INCLUDING ROBINSON R22, R44 AND SCHWEITZER 269 HELICOPTERS
APRIL 1998 - PRESENT PARAGON AIRCRAFT SERVICE OWNER, CHIEF INSPECTOR FACTORY SERVICE CENTER FOR THE FOLLOWING: CESSNA SINGLE AND MULTI ENGINE, CESSNA CARAVAN, CIRRUS, ROTAX, LYCOMING RESPONSIBLE FOR INSPECTION AND MAINTENANCE OF VARIED GENERAL AVIATION AIRCRAFT OPERATED UNDER FAR PARTS 91, 135 & 141 INCLUDING ALL CESSNA MODELS 150 THROUGH 550, CIRRUS SR20, SR22 AND SF50 VISION JET BEECH 23 THROUGH B200, PIPER J3 THROUGH PA46-500TP, TURBO COMMANDER 690 SERIES, MU2B-40 AND OTHERS
DIRECTOR OF MAINTENANCE DUTIES
1988-1990 NORTHEAST AIRWAYS
MARCH 2003- 2006 CENTURY AIRWAYS
JULY 2004-AUGUST 2005 ABLE AIR LIMO
SEPTEMBER 2020-PRESENT HOPSCOTCH AIR, INC.
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Request for Additional Time
February 11, 2021
Hopscotch Air, Inc. requests additional time to answer the Department’s inquiries regarding the financial portion of our application for scheduled commuter service. We respectfully request 90 days additional time. Thank you.
Sincerely,
Andrew Schmertz CEO Hopscotch Air, Inc [email protected] 917-921-1116
Corporate Hopquarters Long Island, NY Westchester, NY 140 West End Avenue Republic Airport Ross Aviation West New York, NY 10023 1100 New Highway 76 Tower Road Farmingdale, NY White Plains, NY