Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth the recommended export licensing strategy and regulatory pathway for the prospective Direct Commercial Sale ("DCS") of the WPX-4200 Meridian Electro-Optical/Infrared Multi-Spectral Targeting Pod system (the "WPX-4200" or "Meridian") to the Republic of Kantara's Ministry of National Defence ("Kantara MoND"). This memorandum identifies each regulatory

II. Background and Transaction Overview A. Whitmore Aerospace LLC — Company Profile and ITAR Registration Status Whitmore Aerospace LLC is a Virginia limited liability company headquartered at 2400 Ridgecrest Boulevard, Suite 600, Arlington, Virginia 22201. The Company's registered agent is Commonwealth Registered Agents Inc., located at 1021 East Broad Street, Richmond, Virginia 23219. WAL's Employer Identification

III. Anticipated Jurisdictional Classification A. Preliminary USML Classification — Category XII(d) The companion Jurisdiction Memo, delivered concurrently with this memorandum, provides a detailed analysis of the WPX-4200 Meridian system's jurisdictional status under the International Traffic in Arms Regulations ("ITAR") and the Export Administration Regulations ("EAR"). Based on that analysis, the WPX-4200 Meridian

IV. Recommended Licensing Pathway A. DSP-5 — Permanent Export of Defense Articles

1. Applicability and Scope. Under Part 123 of the ITAR (22 C.F.R. Part 123), the permanent export of USML-controlled defense articles from the United States requires a license issued by DDTC. The standard license form for a permanent export of unclassified defense articles is the DSP-5 application. The ITAR defines "export" broadly to include any shipment or transfer of a defense article out of the United States, or

2. DSP-5 Application Requirements. The DSP-5 application must include the following elements, each of which is discussed in turn: DS-4076 Application Form. The standard DDTC application form (DS-4076) must be completed in full, identifying the applicant, foreign consignee, end-user, intermediaries, defense articles to be exported, USML category classification, estimated value, and proposed export route. The form is s

3. Supporting Documentation. In addition to the core application elements described above, the following supporting documentation should be compiled and submitted with or in support of the DSP-5 application: • WAL's current ITAR registration certificate, confirming active registration through January 15, 2027, Registration Code M07-2019-43521. • The DDTC CJ determination letter for the WPX-4200 Meridian system, once

1. Applicability. Part 124 of the ITAR (22 C.F.R. Part 124) governs agreements for the provision of defense services and the transfer of USML-controlled technical data to foreign persons. A TAA is required whenever a U.S. person proposes to furnish defense services or disclose technical data to a foreign person in connection with a USML-controlled defense article. The ITAR defines "defense services" broadly to includ

2. TAA Application Requirements. The TAA application must include the following elements: Completed TAA Application. The TAA application is submitted electronically through DDTC's DECCS portal and must identify all parties to the agreement, the scope of technical data and defense services to be provided, the authorized recipients, the duration of the agreement, and all applicable provisos and conditions. Parties. The

3. Deemed Export Considerations. A separate but related issue concerns the potential for "deemed exports" within the United States. Under ITAR §120.54, the release of USML-controlled technical data to a foreign person within the United States constitutes a deemed export to the country of that person's nationality. If any foreign national employees at WAL's Arlington facility or other locations have access to WPX-4200

1. Applicability. As discussed in Section III.B, the digital signal processing module designated WPX-4200-SC07 may be determined through the CJ process to fall under EAR jurisdiction rather than ITAR jurisdiction. If DDTC determines that the SC07 module is an EAR-controlled item classifiable under ECCN 6A003.b.4 (which controls infrared focal plane arrays and related processing equipment exceeding specified technical

2. BIS Application Process. In the event that a BIS IVL is required, the application process is as follows: BIS license applications are filed electronically through the SNAP-R (Simplified Network Application Process – Redesign) system. The application must describe the specific subcomponent to be exported (the WPX-4200-SC07 digital signal processing module), its technical specifications, its integration within the W

V. Congressional Notification Requirements A. Statutory Framework — AECA §36(b)

Section 36(b) of the Arms Export Control Act ("AECA"), codified at 22 U.S.C. §2776(b), requires that the President formally notify Congress before issuing a letter of offer or granting a license for the sale of Major Defense Equipment ("MDE") exceeding specified dollar thresholds. This statutory requirement applies to both Foreign Military Sales conducted under the FMS program and Direct Commercial Sales conducted un

VI. OFAC and Sanctions Compliance — Implications for Licensing This memorandum does not replicate the detailed sanctions analysis set forth in the separate OFAC and restricted-party screening memoranda. Phase 1 automated sanctions screening was completed on May 23, 2025 by Calderwood & Harkness associate Leila Nazari in coordination with Pinecrest Compliance Solutions LLC. Separate memoranda document the Phase 1 scre

VII. Regulatory Filing Timeline and Critical Path A. Master Timeline The following table sets forth the master regulatory filing timeline for the WPX-4200 Meridian DCS to Kantara MoND, identifying each key milestone, the responsible party, and the current status as of the date of this memorandum: B. Critical Path Analysis The critical path for the WPX-4200 Meridian licensing strategy runs through the Commodity Jurisd

1. Obtain final CJ determination letter from DDTC confirming USML Category XII(d) classification for the WPX-4200 Meridian system.

2. Receive and review the Northbridge Forensic Advisory Group LLC Tier 2 Enhanced Due Diligence report on Castellan Holdings Ltd. and Yiannis Andreou; complete the associated risk assessment and compliance recommendations.

3. Based on the Northbridge findings, finalize the compliance approach for the Drakon intermediary relationship — either proceed with appropriate disclosure and risk mitigation documentation, or restructure the intermediary arrangement if adverse findings warrant.

4. Obtain from Kantara MoND a signed and authenticated end-use certificate and DSP-83 Non-Transfer and Use Certificate; coordinate with Kantara MoND through Drakon and/or directly through Raymond Ochoa to initiate this process promptly.

5. Coordinate with Hargrove & Landsdowne LLP on finalization of the Drakon intermediary agreement, ensuring inclusion of all ITAR compliance representations, anti-corruption warranties, commission disclosure provisions, and WAL termination rights.

6. Compile the technical data package for DDTC review, with appropriate CUI and/or classified handling per WAL's facility security clearance protocols (CAGE Code 7H2K9).

7. David Sung to execute the DSP-5 and TAA applications as Empowered Official, following final review by Calderwood & Harkness LLP.

8. If the CJ determination results in EAR jurisdiction for the WPX-4200-SC07 subcomponent: prepare and file a BIS individual validated license application through SNAP-R.

VIII. Fee and Cost Implications The export licensing preparation work described in this memorandum — including DSP-5 and TAA application preparation, CJ request support, Congressional notification coordination, and related advisory services — falls within the scope of the engagement fee estimate set forth in the Calderwood & Harkness LLP engagement letter dated May 7, 2025. The overall engagement fee estimate for the