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Contract analysis / officers-certificate-wds.docx
officers-certificate-wds.docx
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I. INTRODUCTORY RECITALS
I. INTRODUCTORY RECITALS The undersigned, Catherine M. Halpern, Vice President and Secretary of Whitmore Defense Solutions, Inc., a Virginia corporation ("WDS" or the "Company"), hereby certifies, solely on behalf of WDS in her capacity as an officer of the Company, and not in any individual capacity, as follows: WHEREAS, reference is made to that certain Senior Secured Revolving Credit Agreement, dated as of January
II. CERTIFICATION REGARDING ORGANIZATIONAL DOCUMENTS
II. CERTIFICATION REGARDING ORGANIZATIONAL DOCUMENTS
Section 2.1 — Articles of Incorporation
Section 2.1 — Articles of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Incorporation of Whitmore Defense Solutions, Inc., as filed with the Virginia State Corporation Commission (SCC Entity ID: S3482917), together with all amendments thereto adopted and filed through the date hereof. WDS was duly incorporated under the laws o
Section 2.2 — Bylaws
Section 2.2 — Bylaws The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Whitmore Defense Solutions, Inc., as currently in effect as of the date hereof. The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto, and no proceedings are pending or contemplated for any such amendment, re
Section 2.3 — Good Standing Certificate
Section 2.3 — Good Standing Certificate The undersigned hereby certifies that attached hereto as Exhibit C is a certificate of good standing (also referred to as a certificate of existence) for Whitmore Defense Solutions, Inc., issued by the Virginia State Corporation Commission, dated no earlier than five (5) business days prior to the Signing Date of January 30, 2026. The certificate confirms that WDS is in good st
III. CERTIFICATION REGARDING RESOLUTIONS
III. CERTIFICATION REGARDING RESOLUTIONS
Section 3.1 — Board Resolutions
Medium
⚑ Assignment / subcontracting
Section 3.1 — Board Resolutions The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Whitmore Defense Solutions, Inc. by unanimous written consent in lieu of a meeting, effective as of January 22, 2026, in accordance with the Virginia Stock Corporation Act and the Bylaws of the Company.
Section 4.1 — Authorized Signatories
Section 4.1 — Authorized Signatories The undersigned hereby certifies that the following persons are the duly elected or appointed officers of Whitmore Defense Solutions, Inc., holding the offices set forth opposite their respective names below as of the date hereof, and that the signatures set forth opposite their names are the true and genuine signatures of such persons. Each such person is duly authorized to execu
V. ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS
V. ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS
Section 5.1 — No Dissolution or Liquidation
Section 5.1 — No Dissolution or Liquidation The undersigned hereby certifies that WDS has not been dissolved, and no proceedings have been instituted, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened for the dissolution, liquidation, winding up, or termination of WDS, whether voluntary, involuntary, or otherwise. No order or decree has been entered by any court, governmental auth
Section 5.2 — No Amendments Pending
Section 5.2 — No Amendments Pending The undersigned hereby certifies that no amendment, restatement, supplement, or other modification to the Articles of Incorporation or Bylaws of WDS is pending, proposed, or contemplated as of the date hereof. No action has been taken by the Board of Directors, the sole shareholder, or any other person or entity to initiate any such amendment, restatement, supplement, or modificati
Section 5.3 — Full Force and Effect
Section 5.3 — Full Force and Effect The undersigned hereby certifies that each of the organizational documents, resolutions, and incumbency certifications set forth above and attached hereto as Exhibits A through D is in full force and effect as of the date of this Certificate. None of the foregoing has been modified, rescinded, revoked, superseded, or otherwise rendered ineffective in any respect. The authority gran
Section 5.4 — No Conflict
Section 5.4 — No Conflict The undersigned hereby certifies that the execution, delivery, and performance by WDS of the Guarantee Agreement, the Pledge and Security Agreement, and each other Loan Document to which WDS is or will be a party do not and will not (a) violate or conflict with the Articles of Incorporation or Bylaws of WDS, (b) violate or conflict with any resolution of the Board of Directors of WDS, or (c)
VI. LIST OF EXHIBITS
VI. LIST OF EXHIBITS The following Exhibits are attached hereto and incorporated herein by reference as part of this Officer's Certificate: Exhibit A — Articles of Incorporation of Whitmore Defense Solutions, Inc. (as filed with the Virginia State Corporation Commission, SCC Entity ID: S3482917), together with all amendments thereto through the date hereof. Exhibit B — Bylaws of Whitmore Defense Solutions, Inc., as c
VII. EXECUTION AND ATTESTATION
High
⚑ Indemnity / guarantee obligation
VII. EXECUTION AND ATTESTATION IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate on behalf of Whitmore Defense Solutions, Inc., as of the 30th day of January, 2026. WHITMORE DEFENSE SOLUTIONS, INC. By: ________ Name: Catherine M. Halpern Title: Vice President and Secretary Date: January 30, 2026 COUNTER-CERTIFICATION OF INCUMBENCY AND AUTHORITY I, Raymond T. Whitmore III, President of Whitmo