Contract analysis

I. PURPOSE AND LEGAL OBLIGATION Calderwood & Harkness LLP ("the Firm" or "C&H") has been retained by Whitmore Aerospace LLC ("WAL") as of November 1, 2022, to represent WAL in connection with the indemnity dispute with Hargrove-Dalton Defense Systems, Inc. ("HDDS") arising under the Teaming Agreement dated June 12, 2019, and related to cost overruns identified under U.S. Air Force Prime Contract No. FA8620-19-C-0337.

II. BACKGROUND OF THE DISPUTE The following summary is provided to give context to the scope of the preservation obligations described in this notice. This summary is based on information provided to C&H by WAL management and counsel, and is subject to revision as additional facts become available. A. The ATAP Prime Contract Hargrove-Dalton Defense Systems, Inc. ("HDDS") is the prime contractor under United States Ai

1. The causation requirement under Section 11.4(b) of the Teaming Agreement is not satisfied. Section 11.4(b) requires a showing that the cost overruns were "directly caused by" the indemnifying party's failure to perform in accordance with the Teaming Agreement, and WAL contends that significant portions of the overruns were caused by factors outside WAL's control, including government-directed engineering changes,

2. The HDDS demand improperly includes $1,909,142 in non-WP-4 overruns for which WAL bears no responsibility under the Teaming Agreement, as those overruns relate to work packages performed by HDDS or other team members.

3. The DCMA finding is a preliminary determination only, and no formal disallowance has been issued. The COPD does not constitute a Contracting Officer's Final Decision ("COFD") and remains subject to revision during the administrative review process. WAL contends that HDDS's demand is premature and that no indemnification obligation, if any, can be quantified with certainty until the administrative process has concl

III. SCOPE OF THE LITIGATION HOLD The scope of this litigation hold is intentionally broad. When in doubt about whether a particular document or category of ESI falls within the scope of this hold, the document or ESI must be preserved. Questions regarding the scope of the hold should be directed to Gregory Poole, who may escalate to the undersigned or to Patrick Gallagher at Calderwood & Harkness LLP. A. Subject Mat

1. The Teaming Agreement. The Teaming Agreement dated June 12, 2019, between HDDS (Team Lead) and WAL (Team Member), including without limitation all amendments, modifications, side letters, letter agreements, attachments, exhibits, schedules, appendices, and statement-of-work documents incorporated by reference. This category also encompasses all documents relating to the negotiation of the Teaming Agreement, includ

2. Prime Contract No. FA8620-19-C-0337. The ATAP prime contract, including all subcontract agreements, task orders, delivery orders, contract modifications (bilateral and unilateral), change orders, engineering change proposals, contract data requirements lists, work breakdown structures, integrated master schedules, and all other related contractual documents that WAL possesses, has access to, or has received copies

3. Work Package 4 (WP-4). All documents relating to WAL's performance of the titanium structural assembly work package, encompassing the wing-box substructure, center fuselage longerons, and bulkhead fittings. This category includes but is not limited to the following: • Manufacturing records, production logs, and work order documentation; • Quality control and inspection records, including first-article inspection r

4. DCMA COPD Dated August 1, 2022. The Contracting Officer's Preliminary Determination and all documents relating to the $14,726,583 in identified cost overruns. This includes WAL's internal analysis of the COPD, all communications with DCMA (including Administrative Contracting Officer Lt. Col. Sandra M. Vickers), DCMA field audit documentation, cost data submissions provided to DCMA, and any draft or final response

5. HDDS Indemnification Demand. The HDDS demand letter dated September 9, 2022, and all related correspondence between WAL and HDDS, including any interim communications, responses, counterproposals, or position papers. This category also encompasses WAL's internal analysis and response to the demand, including legal analyses, financial assessments, and management presentations prepared in response to the indemnifica

6. Cost Overrun Root Causes. All documents relating to the root causes of the cost overruns identified in the COPD, including: • Titanium raw-material cost escalation, including market price data, supplier pricing history, and any internal or external analyses of titanium price trends during the relevant period; • Machining tolerance issues and rework, including root-cause analyses of non-conforming parts, corrective

7. Dispute Resolution Communications. All records of the senior executive negotiations held on September 30, 2022, and October 14, 2022 (Marcus J. Whitmore and William Fong), including meeting agendas, presentation materials, notes, summaries, and follow-up correspondence. All documents relating to WAL's October 21, 2022, mediation proposal and HDDS's October 28, 2022, declination. All inter-party communications rega

8. Government-Furnished Equipment and HDDS-Supplied Specifications. All documents regarding government-furnished equipment ("GFE") delivery schedules, GFE receipt records, and any delays in GFE delivery. All engineering specifications provided by HDDS for WP-4, including initial specifications, specification change notices, and any communications regarding the adequacy, accuracy, or completeness of HDDS-supplied spec

9. Force Majeure. All documents relating to force-majeure events or conditions that may have affected WAL's performance of WP-4, including titanium supply-chain disruptions, global market conditions, sanctions or trade restrictions affecting raw-material availability, and any other events claimed or potentially claimable as force majeure under Section 13 of the Teaming Agreement. This includes any force-majeure notic

10. Insurance Tender. All documents relating to WAL's September 22, 2022, tender of the indemnity claim to Meridian Surety & Insurance Group, including the tender letter, supporting documentation provided to Meridian, all communications with Meridian representatives, Meridian's reservation-of-rights letter dated November 1, 2022, and all internal analyses regarding insurance coverage for the indemnity demand. This in

11. Lender Notification. All documents relating to WAL's notice to Ridgeline National Bank, N.A. under Section 6.07(b) of WAL's $75,000,000 senior secured revolving credit facility (dated March 15, 2021), including the September 28, 2022, notice letter, any acknowledgment or response from Ridgeline, and all internal analyses regarding WAL's disclosure obligations under the credit facility.

12. Financial Records. Cost accounting records, incurred-cost submissions, billing records, invoices, and financial analyses relating to WP-4 performance costs. This includes data maintained in WAL's enterprise resource planning ("ERP") system, project cost ledgers, and any financial models or projections relating to WP-4. It also includes ASC 450 (formerly FAS 5) contingent liability assessments prepared by WAL's fi

13. Government Compliance and Security. Any documents relating to WAL's facility security clearance (SECRET level), DCMA Northern Virginia contract administration activities, or any other government compliance matters that bear on the cost-overrun dispute, including any communications with the Defense Counterintelligence and Security Agency ("DCSA") or other government entities regarding WAL's performance or eligibil

IV. PERSONS SUBJECT TO THE HOLD The following WAL personnel are identified as custodians who are likely to possess documents and ESI falling within the scope of this litigation hold. Each of these individuals must receive a copy of this notice, comply with all preservation obligations described herein, and return a signed Custodian Acknowledgment Form (Attachment A) within five (5) business days of receipt. Named Cus

1. Marcus J. Whitmore — Founder, Chief Executive Officer, and Managing Member of WAL;

2. Elaine Whitmore — Co-Founder and Chief Financial Officer of WAL;

3. Gregory Poole — General Counsel and Vice President, Legal Affairs;

4. Catherine Soo-Hyun Park — Vice President, Government Contracts & Compliance; Functional Categories of Additional Custodians: In addition to the named custodians above, the following categories of WAL personnel are subject to this litigation hold:

5. All employees, managers, and contractors involved in the negotiation, execution, or administration of the Teaming Agreement dated June 12, 2019, including individuals who participated in drafting sessions, negotiation meetings, or review and approval processes;

6. All employees, managers, and contractors involved in the fabrication, quality control, engineering, procurement, scheduling, and cost management functions associated with WP-4, including but not limited to program managers, manufacturing engineers, quality assurance inspectors, procurement specialists, and production schedulers;

7. All employees who participated in or were responsible for communications with HDDS, DCMA, AFLCMC, or any other government personnel regarding the ATAP program or the cost overruns identified in the COPD;

8. Finance and accounting personnel responsible for WP-4 cost tracking, incurred-cost submissions, financial reporting, and any contingent liability assessments relating to the HDDS indemnification demand;

9. Information technology personnel responsible for the administration, maintenance, and backup of email systems, document management systems, network storage, cloud-based storage platforms, and backup/archival systems that contain or may contain documents or ESI within the scope of this hold;

10. Any WAL personnel who communicated with Ridgeline National Bank, N.A. regarding the notification under the revolving credit facility or with Meridian Surety & Insurance Group regarding the insurance tender and coverage matters. Gregory Poole and Catherine Soo-Hyun Park are requested to identify, in consultation with WAL management, any additional individuals not listed above who may possess relevant documents or

V. PRESERVATION OBLIGATIONS AND PROHIBITED ACTIONS The following specific obligations and prohibitions apply to all persons subject to this litigation hold, effective immediately:

1. Immediately cease any routine or scheduled destruction, deletion, overwriting, recycling, or disposal of any documents or ESI falling within the scope of this hold. This includes the suspension of any automated processes that would result in the deletion, purging, or overwriting of relevant materials.

2. Do not delete, alter, modify, move, or destroy any documents or ESI, whether in paper or electronic form, that relate to any of the subject matter categories described in Section III.A above. This prohibition extends to all forms of destruction, including shredding paper documents, emptying electronic "trash" or "deleted items" folders, overwriting electronic files, defragmenting or reformatting storage media, and

3. Do not modify or disable any automatic deletion settings (such as email auto-purge rules, Outlook retention policies, or similar automated data-management functions) without first ensuring that all potentially relevant materials have been identified, collected, and preserved in a secure manner. WAL's IT department should be instructed to suspend auto-deletion policies for all custodians identified in Section IV ab

4. Do not discard, recycle, or destroy paper files, including working files, project files, correspondence files, and archived files. Paper files that would ordinarily be subject to disposition under WAL's records-retention schedule must be retained in their current location and condition until the hold is released.

5. Preserve backup tapes and disaster-recovery media in the ordinary course of business. Do not overwrite, destroy, degauss, or dispose of any backup media containing data from the relevant time period (January 1, 2018, through the present). If WAL's backup rotation schedule would result in the overwriting or recycling of tapes containing relevant data, those tapes must be removed from the rotation cycle and segregat

6. Third-party documents. If any custodian becomes aware that documents or ESI responsive to this hold are in the possession of third parties — including vendors, suppliers, consultants, or other business partners — the custodian must notify Gregory Poole immediately. Gregory Poole should then notify Calderwood & Harkness LLP so that appropriate steps can be taken to request preservation by the third party.

7. New documents. The obligation to preserve extends to documents and ESI created or received after the date of this notice that fall within the scope of the hold. All custodians must be mindful of this ongoing obligation and must preserve relevant materials as they are created or received.

VI. IMPLEMENTATION STEPS To ensure the effective and timely implementation of this litigation hold, the following steps should be taken:

1. Litigation Hold Coordinators. Gregory Poole and Catherine Soo-Hyun Park are requested to serve as WAL's internal litigation hold coordinators. In this capacity, they are responsible for disseminating this notice to all identified custodians within WAL, ensuring that each custodian receives a copy of this notice, answering preliminary questions from custodians regarding the hold, and coordinating with Calderwood &

2. Custodian Notification and Acknowledgment. Each custodian identified in Section IV above should receive a copy of this notice together with the Custodian Acknowledgment Form attached hereto as Attachment A. Each custodian should be instructed to review this notice carefully, take immediate steps to identify and preserve all documents and ESI within the scope of the hold, and return a signed Custodian Acknowledgmen

3. IT Department Coordination. WAL's IT department should be directed to take the following actions promptly: (a) Suspend auto-delete policies, email purge schedules, and any other automated data-destruction processes for all identified custodians; (b) Preserve all relevant shared drives, network folders, Aldermere Systems sites, and cloud storage repositories by implementing appropriate access controls and change-pr

4. Custodian List and Acknowledgments. Calderwood & Harkness LLP requests that WAL provide a comprehensive list of all custodians who have been notified of this litigation hold, together with their signed Custodian Acknowledgment Forms, within ten (10) business days of the date of this notice. The list should include each custodian's name, title, department, and a brief description of their role in relation to the su

5. Escalation of Questions. Any questions from custodians regarding whether particular documents or ESI fall within the scope of this hold should be directed in the first instance to Gregory Poole. Questions that cannot be resolved internally should be escalated to Priya Anand or Patrick Gallagher at Calderwood & Harkness LLP. When in doubt, custodians should err on the side of preservation and retain the materials i

VII. DURATION OF THE HOLD This litigation hold will remain in effect until Calderwood & Harkness LLP issues a formal written release. No individual custodian, department, or WAL officer is authorized to release or modify this hold without the express written consent of Calderwood & Harkness LLP. The hold applies not only to the anticipated declaratory judgment action in the United States District Court for the Southe

VIII. CONSEQUENCES OF NON-COMPLIANCE The consequences of failing to comply with this litigation hold are serious and potentially severe. They include, but are not limited to, the following: • Court-imposed sanctions: Under Federal Rule of Civil Procedure 37(e), if ESI that should have been preserved is lost because a party failed to take reasonable steps to preserve it, and it cannot be restored or replaced through a

IX. CONTACT INFORMATION For questions regarding this litigation hold notice, the scope of preservation, or any related matter, please contact the following individuals: Calderwood & Harkness LLP: Priya Anand, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022 Telephone: (212) 554-7812 Email: panand@calderwoodharkness.com Patrick Gallagher, Lead Associate Calderwood & Harkness LLP 60

X. SIGNATURE We appreciate your prompt attention to this matter and your cooperation in ensuring that WAL's preservation obligations are fully satisfied. Please do not hesitate to contact me or any member of the C&H team identified above if you have any questions. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Priya Anand, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 28th Floor New York, NY 10022

1. I have received and carefully reviewed the Litigation Hold Notice dated November 2, 2022, issued by Calderwood & Harkness LLP on behalf of Whitmore Aerospace LLC ("WAL").

2. I understand that WAL is under a legal obligation to preserve all documents and electronically stored information ("ESI") potentially relevant to the indemnity dispute described in the Litigation Hold Notice.

3. I understand the scope of the litigation hold as described in Section III of the Litigation Hold Notice, including the subject matter categories, types of documents and ESI covered, and the applicable time period (January 1, 2018, through the present and continuing).

4. I understand that I am prohibited from destroying, deleting, altering, modifying, moving, or disposing of any documents or ESI that fall within the scope of this litigation hold, regardless of whether such destruction would otherwise be permitted under WAL's document retention policies or any other policy or practice.

5. I will take immediate steps to identify all documents and ESI in my possession, custody, or control that fall within the scope of this litigation hold and will ensure that all such materials are preserved in their current form and location.

6. I will preserve all documents and ESI created or received by me after the date of this notice that fall within the scope of the litigation hold.

7. I understand that this litigation hold supersedes any existing document retention policies, destruction schedules, or automatic deletion settings.

8. I will direct any questions regarding the scope of this hold or whether particular documents or ESI fall within its scope to Gregory Poole, General Counsel & VP, Legal Affairs, Whitmore Aerospace LLC.

9. I understand that failure to comply with this litigation hold may result in court-imposed sanctions against WAL, including adverse inference instructions and monetary penalties, and may subject me to disciplinary action under WAL's internal policies.

10. I certify that, to the best of my knowledge, I have not destroyed, deleted, or altered any documents or ESI that fall within the scope of this litigation hold since becoming aware of the indemnity dispute with Hargrove-Dalton Defense Systems, Inc. If I have any reason to believe that relevant materials may have been lost, destroyed, or altered, I will immediately notify Gregory Poole. Custodian Signature: _______