1019-00002 · Client 1019 · Closing/Certificates

officers-certificate-wah.docx DOCUMENT Finance & Banking

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OFFICER'S CERTIFICATE OF WHITMORE AVIONICS HOLDINGS LLC

Delivered Pursuant to Section 4.01(a)(v) of the Credit Agreement dated as of January 30, 2026

January 30, 2026

The undersigned, Gregory Alston, in his capacity as Authorized Signatory and Secretary of Whitmore Avionics Holdings LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("WAH" or the "Company"), Delaware Secretary of State Filing No. 6329017, Employer Identification Number 85-6723901, hereby certifies as follows in connection with that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower" or "WAL"), the Subsidiary Guarantors from time to time party thereto (including WAH), the Lenders from time to time party thereto, and Prescott National Bank, N.A., in its capacity as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent," the "Collateral Agent," and the "Swingline Lender," respectively), providing for a senior secured revolving credit facility in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000) (CUSIP No. 96438LAA3).

This Certificate is being delivered to satisfy the conditions precedent to the effectiveness of the Credit Agreement set forth in Section 4.01(a)(v) thereof and in connection with the obligations of WAH as a Subsidiary Guarantor under the Guarantee Agreement, dated as of January 30, 2026 (the "Guarantee Agreement"), made by WAH and each other Subsidiary Guarantor party thereto in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement). This Certificate is also delivered in connection with the Pledge and Security Agreement, dated as of January 30, 2026 (the "Security Agreement"), made by WAH and each other Grantor party thereto in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned is a duly authorized officer of WAH and is authorized to execute and deliver this Certificate on behalf of WAH. The undersigned is familiar with the organizational documents, resolutions, and records of WAH and has made such examination thereof and such inquiry as is necessary to enable the undersigned to express the opinions and make the certifications set forth herein.

The undersigned hereby certifies as follows:

Section 1. Organizational Documents

1.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Whitmore Avionics Holdings LLC, as filed with the Secretary of State of the State of Delaware (Filing No. 6329017), together with all amendments and restatements thereto adopted through and including the date hereof (collectively, the "Certificate of Formation"). The Certificate of Formation is in full force and effect as of the date hereof and has not been further amended, supplemented, restated, or otherwise modified since its original filing, except as reflected in the copy attached as Exhibit A.

1.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Whitmore Avionics Holdings LLC (the "LLC Agreement"), as currently in effect. The LLC Agreement has not been amended, modified, supplemented, restated, or otherwise changed since the date of its adoption, except as expressly set forth therein, and no action has been taken to further amend, modify, supplement, or restate the LLC Agreement.

1.3. WAH is a wholly owned subsidiary of Whitmore Aerospace LLC. WAH was formed under the laws of the State of Delaware and serves as an intellectual property holding company that holds intellectual property rights, patents, trademarks, copyrights, trade secrets, know-how, and licenses related to avionics systems and avionics-related technologies. WAH's principal office address is c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.

Section 2. Member Resolutions

2.1. Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") of the sole member of WAH, Whitmore Aerospace LLC, adopted by written consent effective as of January 22, 2026, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

2.2. The Resolutions, among other things, authorize WAH to:

(a) enter into, execute, and deliver the Credit Agreement, in its capacity as a Subsidiary Guarantor party thereto, and to perform all of its obligations thereunder;

(b) enter into, execute, and deliver the Guarantee Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, and to perform all of its obligations thereunder;

(c) enter into, execute, and deliver the Pledge and Security Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in substantially all personal property of WAH, including, without limitation, all intellectual property (including patents, trademarks, copyrights, and licenses), general intangibles, accounts, inventory, equipment, instruments, chattel paper, deposit accounts, securities accounts, letter-of-credit rights, commercial tort claims, investment property, and all proceeds and products of any of the foregoing;

(d) execute, deliver, and perform all other Loan Documents, certificates, instruments, agreements, notices, and documents contemplated by or required under the Credit Agreement or any other Loan Document to which WAH is or will be a party, including without limitation any intellectual property security agreements, UCC financing statements, patent and trademark security agreements, and any other filings or registrations necessary to perfect the security interests granted under the Security Agreement; and

(e) authorize certain officers and managers, including Derek Whitmore (Manager), Sandra Petrova (Authorized Signatory), and Gregory Alston (Authorized Signatory and Secretary), each acting individually, to execute and deliver such documents on behalf of WAH.

2.3. The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole member of WAH that would conflict with, limit, or otherwise affect the authority granted by the Resolutions.

Section 3. Incumbency

3.1. The undersigned hereby certifies that each of the following persons is a duly elected, appointed, or authorized officer, manager, and/or authorized signatory of WAH, holding the office or title set forth opposite his or her name below, that each such person has been duly authorized pursuant to the LLC Agreement and the Resolutions to act on behalf of WAH in the capacities indicated, and that the signature set forth opposite each such person's name is the true and genuine signature of such person:

3.2. Each such person identified in Section 3.1 above is duly authorized to execute and deliver, on behalf of WAH, the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and each other Loan Document to which WAH is or will be a party, and to take all actions and deliver all documents, instruments, certificates, and agreements as may be necessary or desirable in connection therewith.

3.3. WAH is managed by its sole member, Whitmore Aerospace LLC, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act. Authority to act on behalf of WAH has been delegated to the officers of Whitmore Aerospace LLC as set forth in the LLC Agreement and as further confirmed by the Resolutions. No other persons have been authorized to execute Loan Documents on behalf of WAH, and the authority of the persons listed in Section 3.1 above has not been revoked, limited, or modified as of the date hereof.

Section 4. Good Standing

4.1. Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Whitmore Avionics Holdings LLC issued by the Secretary of State of the State of Delaware, dated January 14, 2026, which is not more than thirty (30) days prior to the date hereof.

4.2. WAH is validly existing and in good standing under the laws of the State of Delaware. WAH has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as now conducted.

4.3. WAH is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5. No Amendments; No Dissolution

5.1. The undersigned hereby certifies that:

(a) The Certificate of Formation and the LLC Agreement of WAH, true, correct, and complete copies of which are attached hereto as Exhibit A and Exhibit B, respectively, have not been further amended, supplemented, restated, or otherwise modified since the dates set forth therein and are in full force and effect as of the date hereof. No action has been authorized, taken, or proposed by the sole member or any other person with respect to any amendment, supplement, restatement, or modification of the Certificate of Formation or the LLC Agreement.

(b) No proceedings have been taken, authorized, or are pending for the dissolution, liquidation, winding up, or termination of WAH, whether voluntary or involuntary. No petition in bankruptcy or for reorganization or arrangement under any federal or state insolvency law has been filed by or against WAH, and no receiver, trustee, custodian, or similar official has been appointed for WAH or any of its assets.

(c) WAH has not merged with or consolidated into any other entity, and no agreement, plan, or proposal with respect to any such merger or consolidation is currently contemplated or pending. WAH has not converted to any other form of entity or domesticated in any other jurisdiction.

Section 6. Additional Representations

6.1. The undersigned hereby further certifies that, as of the date hereof:

(a) WAH is a wholly owned subsidiary of Whitmore Aerospace LLC. One hundred percent (100%) of the outstanding membership interests in WAH are owned, beneficially and of record, by Whitmore Aerospace LLC, free and clear of all Liens other than Liens in favor of the Collateral Agent under the Loan Documents.

(b) WAH's jurisdiction of formation is the State of Delaware. WAH's headquarters and principal office are located in Virginia at c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. WAH's exact legal name, as set forth in its Certificate of Formation, is "Whitmore Avionics Holdings LLC." WAH has not changed its legal name, used any trade names or assumed names, or changed its jurisdiction of formation since its date of organization.

(c) WAH does not maintain any separate premises, offices, or places of business apart from those of Whitmore Aerospace LLC. All tangible assets of WAH, to the extent any exist, are located at the principal office of Whitmore Aerospace LLC or at such other locations as have been disclosed to the Administrative Agent in writing.

(d) The execution, delivery, and performance by WAH of each Loan Document to which it is or will be a party have been duly authorized by all necessary limited liability company action on the part of WAH, including the consent of its sole member, as evidenced by the Resolutions attached hereto as Exhibit C. Each Loan Document to which WAH is a party, when executed and delivered by WAH, will constitute the legal, valid, and binding obligation of WAH, enforceable against WAH in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and subject to general principles of equity.

(e) No consent, approval, authorization, order, registration, qualification, or filing of, with, or before any governmental authority, regulatory body, or any other person is required in connection with the execution, delivery, and performance by WAH of the Loan Documents to which it is a party, or the consummation of the transactions contemplated thereby, except for (i) such as have been obtained or made and are in full force and effect, (ii) the filing of UCC financing statements in appropriate jurisdictions, (iii) the recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (iv) such other filings and recordings as are contemplated by the Security Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the 30th day of January, 2026.

WHITMORE AVIONICS HOLDINGS LLC

By: ________

Name: Gregory Alston

Title: Authorized Signatory and Secretary

Date: January 30, 2026

COUNTER-CERTIFICATION

I, Derek Whitmore, in my capacity as Manager of Whitmore Avionics Holdings LLC, hereby confirm that Gregory Alston is the duly appointed Secretary and Authorized Signatory of Whitmore Avionics Holdings LLC, that his appointment has not been revoked, amended, or otherwise modified, and that the signature appearing above on this Officer's Certificate is the genuine signature of Gregory Alston. I further confirm that, to my knowledge, the certifications and representations set forth in this Officer's Certificate are true and correct in all material respects as of the date hereof.

By: ________

Name: Derek Whitmore

Title: Manager

Date: January 30, 2026

EXHIBIT A

Certificate of Formation of Whitmore Avionics Holdings LLC

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

CERTIFICATE OF FORMATION OF WHITMORE AVIONICS HOLDINGS LLC

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby certifies as follows:

FIRST: The name of the limited liability company is Whitmore Avionics Holdings LLC.

SECOND: The address of the registered office of the limited liability company in the State of Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the limited liability company at such address is Crowne Albany Corporation.

THIRD: This Certificate of Formation shall be effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date set forth below.

WHITMORE AEROSPACE LLC, as Authorized Person

By: ________

Name: Derek Whitmore

Title: Chief Executive Officer

Filed with the Secretary of State of the State of Delaware Filing No. 6329017 Filed: [Date of Original Filing]

[Certified copy attached]

EXHIBIT B

Limited Liability Company Agreement of Whitmore Avionics Holdings LLC

LIMITED LIABILITY COMPANY AGREEMENT OF WHITMORE AVIONICS HOLDINGS LLC a Delaware Limited Liability Company

This Limited Liability Company Agreement (this "Agreement") of Whitmore Avionics Holdings LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of the date of the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, by Whitmore Aerospace LLC, a Delaware limited liability company, as the sole member of the Company (the "Sole Member").

ARTICLE I — FORMATION AND NAME

The Company has been formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"). The name of the Company is "Whitmore Avionics Holdings LLC."

ARTICLE II — PURPOSE

The purpose of the Company is to hold, own, manage, license, exploit, protect, develop, and commercialize intellectual property, patents, trademarks, copyrights, trade secrets, know-how, and licenses related to avionics systems and avionics-related technologies, and to engage in any and all lawful activities and transactions as may be necessary, incidental, or related thereto, and to do all things necessary or incidental to the foregoing purposes.

ARTICLE III — PRINCIPAL OFFICE; REGISTERED AGENT

The principal office of the Company is located at c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. The registered office of the Company in the State of Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is Crowne Albany Corporation.

ARTICLE IV — SOLE MEMBER

The Sole Member of the Company is Whitmore Aerospace LLC, a Delaware limited liability company. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.

ARTICLE V — MANAGEMENT

The Company shall be managed by its Sole Member. The Sole Member shall have full and exclusive authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Company. The Sole Member may delegate authority to any officers, employees, or agents of the Sole Member or the Company to act on behalf of the Company, and such delegation may be made by resolution, consent, or other writing executed by the Sole Member.

ARTICLE VI — OFFICERS

The Sole Member may appoint or designate officers, authorized signatories, and other agents of the Company. Such officers and authorized signatories shall have such authority and duties as determined by the Sole Member from time to time. The officers of the Sole Member shall be deemed authorized to act on behalf of the Company, in such capacities as the Sole Member may designate.

ARTICLE VII — TERM

The Company shall have perpetual existence unless earlier dissolved in accordance with the Act or this Agreement.

ARTICLE VIII — GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws.

WHITMORE AEROSPACE LLC, as Sole Member

By: ________

Name: Derek Whitmore

Title: Chief Executive Officer

[Certified copy attached]

EXHIBIT C

Written Consent of the Sole Member of Whitmore Avionics Holdings LLC

WRITTEN CONSENT OF THE SOLE MEMBER OF WHITMORE AVIONICS HOLDINGS LLC a Delaware Limited Liability Company

Effective as of January 22, 2026

The undersigned, being the sole member of Whitmore Avionics Holdings LLC, a Delaware limited liability company (the "Company"), hereby takes the following actions and adopts the following resolutions by written consent in lieu of a meeting, pursuant to the Limited Liability Company Agreement of the Company and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.):

RECITALS. WHEREAS, the sole member of the Company is Whitmore Aerospace LLC, a Delaware limited liability company ("WAL");

WHEREAS, WAL proposes to enter into that certain Senior Secured Revolving Credit Agreement (the "Credit Agreement"), to be dated on or about January 30, 2026, among WAL, as borrower, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000);

WHEREAS, it is contemplated that the Company will become a Subsidiary Guarantor under the Credit Agreement and will enter into a Guarantee Agreement, dated as of or about January 30, 2026 (the "Guarantee Agreement"), in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which the Company will guarantee the Obligations (as defined in the Credit Agreement) of WAL under the Credit Agreement and the other Loan Documents;

WHEREAS, it is further contemplated that the Company will enter into a Pledge and Security Agreement, dated as of or about January 30, 2026 (the "Security Agreement"), in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will grant a first-priority security interest in substantially all of the Company's personal property, including without limitation the Company's intellectual property (including patents, trademarks, copyrights, trade secrets, and licenses), general intangibles, accounts, inventory, equipment, instruments, chattel paper, deposit accounts, securities accounts, investment property, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof;

WHEREAS, it is further contemplated that WAL will enter into an Equity Pledge Agreement, dated as of or about January 30, 2026 (the "Equity Pledge Agreement"), pursuant to which WAL will pledge one hundred percent (100%) of the outstanding membership interests in the Company to Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as security for the Obligations;

WHEREAS, the sole member has determined that the execution, delivery, and performance by the Company of the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each other Loan Document to which the Company is or will be a party, and the consummation of the transactions contemplated thereby, are in the best interests of the Company and its sole member;

NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each other Loan Document (collectively, the "Transaction Documents") to which the Company is or will be a party, and to perform all of its obligations under each such Transaction Document, upon such terms and conditions as may be approved by any Authorized Officer (as defined below), the execution and delivery of such Transaction Documents by any Authorized Officer to be conclusive evidence of such approval;

RESOLVED FURTHER, that each of Derek Whitmore, in his capacity as Manager of the Company, Sandra Petrova, in her capacity as Authorized Signatory of the Company, and Gregory Alston, in his capacity as Authorized Signatory and Secretary of the Company (each, an "Authorized Officer"), is hereby authorized, empowered, and directed, acting alone and without the joinder of any other person, to execute and deliver on behalf of the Company any and all Transaction Documents, and any and all documents, instruments, certificates, agreements, amendments, supplements, schedules, exhibits, notices, consents, waivers, and other writings in connection with the Credit Agreement and the transactions contemplated thereby, and to take all such further actions as any Authorized Officer may deem necessary, appropriate, or desirable in connection with the foregoing, the execution of any such document or the taking of any such action by any Authorized Officer to be conclusive evidence of his or her determination that such document or action is necessary, appropriate, or desirable;

RESOLVED FURTHER, that all actions heretofore taken by any officer, manager, authorized signatory, or other authorized person of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the transactions contemplated thereby are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;

RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until amended, modified, or revoked by subsequent written consent of the sole member of the Company, and that such resolutions shall not be deemed to be amended, modified, or revoked by any amendment, modification, or restatement of the Credit Agreement, the Guarantee Agreement, the Security Agreement, or any other Transaction Document, unless such subsequent written consent expressly so provides.

GENERAL AUTHORITY. RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to pay, or cause to be paid, all fees, costs, and expenses in connection with the transactions contemplated by the foregoing resolutions, including, without limitation, the fees and expenses of legal counsel, and to take or cause to be taken all actions and to execute and deliver or cause to be executed and delivered all documents and instruments that such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned sole member of Whitmore Avionics Holdings LLC has executed this Written Consent effective as of January 22, 2026.

WHITMORE AEROSPACE LLC, as Sole Member of Whitmore Avionics Holdings LLC

By: ________

Name: Derek Whitmore

Title: Chief Executive Officer

Date: January 22, 2026

ATTEST:

By: ________

Name: Gregory Alston

Title: General Counsel and Secretary

Date: January 22, 2026

[Certified copy attached]

EXHIBIT D

Certificate of Good Standing — Whitmore Avionics Holdings LLC Issued by the Secretary of State of the State of Delaware

STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF GOOD STANDING

I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, do hereby certify that WHITMORE AVIONICS HOLDINGS LLC, File Number 6329017, is a Limited Liability Company duly formed on its date of formation and is in good standing and has a legal existence in the State of Delaware, so far as the records of this office show, as of the date of this certification.

The entity's franchise taxes, if applicable, and annual reports are not yet due. The entity was formed and its Certificate of Formation was filed in good order.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover, this 14th day of January, 2026.

________________________________________

Jeffrey W. Bullock Secretary of State of the State of Delaware

Authentication: 226013741

Date: January 14, 2026

You may verify this certificate online at https://icis.corp.delaware.gov/ecorp/GoodStanding/Verify using Authentication No. 226013741.

[Certified copy attached]

Name	Title	Specimen Signature
Derek Whitmore	Manager (CEO of WAL, sole member)	_______
Sandra Petrova	Authorized Signatory (CFO of WAL, sole member)	_______
Gregory Alston	Authorized Signatory / Secretary (General Counsel & Secretary of WAL, sole member)	_______

OFFICER'S CERTIFICATE OF WHITMORE AVIONICS HOLDINGS LLC
Delivered Pursuant to Section 4.01(a)(v) of the Credit Agreement dated as of January 30, 2026
January 30, 2026
The undersigned, Gregory Alston, in his capacity as Authorized Signatory and Secretary of Whitmore Avionics Holdings LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("WAH" or the "Company"), Delaware Secretary of State Filing No. 6329017, Employer Identification Number 85-6723901, hereby certifies as follows in connection with that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower" or "WAL"), the Subsidiary Guarantors from time to time party thereto (including WAH), the Lenders from time to time party thereto, and Prescott National Bank, N.A., in its capacity as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent," the "Collateral Agent," and the "Swingline Lender," respectively), providing for a senior secured revolving credit facility in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000) (CUSIP No. 96438LAA3).
This Certificate is being delivered to satisfy the conditions precedent to the effectiveness of the Credit Agreement set forth in Section 4.01(a)(v) thereof and in connection with the obligations of WAH as a Subsidiary Guarantor under the Guarantee Agreement, dated as of January 30, 2026 (the "Guarantee Agreement"), made by WAH and each other Subsidiary Guarantor party thereto in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement). This Certificate is also delivered in connection with the Pledge and Security Agreement, dated as of January 30, 2026 (the "Security Agreement"), made by WAH and each other Grantor party thereto in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The undersigned is a duly authorized officer of WAH and is authorized to execute and deliver this Certificate on behalf of WAH. The undersigned is familiar with the organizational documents, resolutions, and records of WAH and has made such examination thereof and such inquiry as is necessary to enable the undersigned to express the opinions and make the certifications set forth herein.
The undersigned hereby certifies as follows:
Section 1. Organizational Documents
1.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Whitmore Avionics Holdings LLC, as filed with the Secretary of State of the State of Delaware (Filing No. 6329017), together with all amendments and restatements thereto adopted through and including the date hereof (collectively, the "Certificate of Formation"). The Certificate of Formation is in full force and effect as of the date hereof and has not been further amended, supplemented, restated, or otherwise modified since its original filing, except as reflected in the copy attached as Exhibit A.
1.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Whitmore Avionics Holdings LLC (the "LLC Agreement"), as currently in effect. The LLC Agreement has not been amended, modified, supplemented, restated, or otherwise changed since the date of its adoption, except as expressly set forth therein, and no action has been taken to further amend, modify, supplement, or restate the LLC Agreement.
1.3. WAH is a wholly owned subsidiary of Whitmore Aerospace LLC. WAH was formed under the laws of the State of Delaware and serves as an intellectual property holding company that holds intellectual property rights, patents, trademarks, copyrights, trade secrets, know-how, and licenses related to avionics systems and avionics-related technologies. WAH's principal office address is c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
Section 2. Member Resolutions
2.1. Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") of the sole member of WAH, Whitmore Aerospace LLC, adopted by written consent effective as of January 22, 2026, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
2.2. The Resolutions, among other things, authorize WAH to:
(a) enter into, execute, and deliver the Credit Agreement, in its capacity as a Subsidiary Guarantor party thereto, and to perform all of its obligations thereunder;
(b) enter into, execute, and deliver the Guarantee Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, and to perform all of its obligations thereunder;
(c) enter into, execute, and deliver the Pledge and Security Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in substantially all personal property of WAH, including, without limitation, all intellectual property (including patents, trademarks, copyrights, and licenses), general intangibles, accounts, inventory, equipment, instruments, chattel paper, deposit accounts, securities accounts, letter-of-credit rights, commercial tort claims, investment property, and all proceeds and products of any of the foregoing;
(d) execute, deliver, and perform all other Loan Documents, certificates, instruments, agreements, notices, and documents contemplated by or required under the Credit Agreement or any other Loan Document to which WAH is or will be a party, including without limitation any intellectual property security agreements, UCC financing statements, patent and trademark security agreements, and any other filings or registrations necessary to perfect the security interests granted under the Security Agreement; and
(e) authorize certain officers and managers, including Derek Whitmore (Manager), Sandra Petrova (Authorized Signatory), and Gregory Alston (Authorized Signatory and Secretary), each acting individually, to execute and deliver such documents on behalf of WAH.
2.3. The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole member of WAH that would conflict with, limit, or otherwise affect the authority granted by the Resolutions.
Section 3. Incumbency
3.1. The undersigned hereby certifies that each of the following persons is a duly elected, appointed, or authorized officer, manager, and/or authorized signatory of WAH, holding the office or title set forth opposite his or her name below, that each such person has been duly authorized pursuant to the LLC Agreement and the Resolutions to act on behalf of WAH in the capacities indicated, and that the signature set forth opposite each such person's name is the true and genuine signature of such person:
3.2. Each such person identified in Section 3.1 above is duly authorized to execute and deliver, on behalf of WAH, the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, and each other Loan Document to which WAH is or will be a party, and to take all actions and deliver all documents, instruments, certificates, and agreements as may be necessary or desirable in connection therewith.
3.3. WAH is managed by its sole member, Whitmore Aerospace LLC, in accordance with the LLC Agreement and the Delaware Limited Liability Company Act. Authority to act on behalf of WAH has been delegated to the officers of Whitmore Aerospace LLC as set forth in the LLC Agreement and as further confirmed by the Resolutions. No other persons have been authorized to execute Loan Documents on behalf of WAH, and the authority of the persons listed in Section 3.1 above has not been revoked, limited, or modified as of the date hereof.
Section 4. Good Standing
4.1. Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status) for Whitmore Avionics Holdings LLC issued by the Secretary of State of the State of Delaware, dated January 14, 2026, which is not more than thirty (30) days prior to the date hereof.
4.2. WAH is validly existing and in good standing under the laws of the State of Delaware. WAH has the limited liability company power and authority to own, lease, and operate its properties and to carry on its business as now conducted.
4.3. WAH is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5. No Amendments; No Dissolution
5.1. The undersigned hereby certifies that:
(a) The Certificate of Formation and the LLC Agreement of WAH, true, correct, and complete copies of which are attached hereto as Exhibit A and Exhibit B, respectively, have not been further amended, supplemented, restated, or otherwise modified since the dates set forth therein and are in full force and effect as of the date hereof. No action has been authorized, taken, or proposed by the sole member or any other person with respect to any amendment, supplement, restatement, or modification of the Certificate of Formation or the LLC Agreement.
(b) No proceedings have been taken, authorized, or are pending for the dissolution, liquidation, winding up, or termination of WAH, whether voluntary or involuntary. No petition in bankruptcy or for reorganization or arrangement under any federal or state insolvency law has been filed by or against WAH, and no receiver, trustee, custodian, or similar official has been appointed for WAH or any of its assets.
(c) WAH has not merged with or consolidated into any other entity, and no agreement, plan, or proposal with respect to any such merger or consolidation is currently contemplated or pending. WAH has not converted to any other form of entity or domesticated in any other jurisdiction.
Section 6. Additional Representations
6.1. The undersigned hereby further certifies that, as of the date hereof:
(a) WAH is a wholly owned subsidiary of Whitmore Aerospace LLC. One hundred percent (100%) of the outstanding membership interests in WAH are owned, beneficially and of record, by Whitmore Aerospace LLC, free and clear of all Liens other than Liens in favor of the Collateral Agent under the Loan Documents.
(b) WAH's jurisdiction of formation is the State of Delaware. WAH's headquarters and principal office are located in Virginia at c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. WAH's exact legal name, as set forth in its Certificate of Formation, is "Whitmore Avionics Holdings LLC." WAH has not changed its legal name, used any trade names or assumed names, or changed its jurisdiction of formation since its date of organization.
(c) WAH does not maintain any separate premises, offices, or places of business apart from those of Whitmore Aerospace LLC. All tangible assets of WAH, to the extent any exist, are located at the principal office of Whitmore Aerospace LLC or at such other locations as have been disclosed to the Administrative Agent in writing.
(d) The execution, delivery, and performance by WAH of each Loan Document to which it is or will be a party have been duly authorized by all necessary limited liability company action on the part of WAH, including the consent of its sole member, as evidenced by the Resolutions attached hereto as Exhibit C. Each Loan Document to which WAH is a party, when executed and delivered by WAH, will constitute the legal, valid, and binding obligation of WAH, enforceable against WAH in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and subject to general principles of equity.
(e) No consent, approval, authorization, order, registration, qualification, or filing of, with, or before any governmental authority, regulatory body, or any other person is required in connection with the execution, delivery, and performance by WAH of the Loan Documents to which it is a party, or the consummation of the transactions contemplated thereby, except for (i) such as have been obtained or made and are in full force and effect, (ii) the filing of UCC financing statements in appropriate jurisdictions, (iii) the recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (iv) such other filings and recordings as are contemplated by the Security Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the 30th day of January, 2026.
WHITMORE AVIONICS HOLDINGS LLC
By: ________
Name: Gregory Alston
Title: Authorized Signatory and Secretary
Date: January 30, 2026
COUNTER-CERTIFICATION
I, Derek Whitmore, in my capacity as Manager of Whitmore Avionics Holdings LLC, hereby confirm that Gregory Alston is the duly appointed Secretary and Authorized Signatory of Whitmore Avionics Holdings LLC, that his appointment has not been revoked, amended, or otherwise modified, and that the signature appearing above on this Officer's Certificate is the genuine signature of Gregory Alston. I further confirm that, to my knowledge, the certifications and representations set forth in this Officer's Certificate are true and correct in all material respects as of the date hereof.
By: ________
Name: Derek Whitmore
Title: Manager
Date: January 30, 2026
EXHIBIT A
Certificate of Formation of Whitmore Avionics Holdings LLC
STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS
CERTIFICATE OF FORMATION OF WHITMORE AVIONICS HOLDINGS LLC
The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby certifies as follows:
FIRST: The name of the limited liability company is Whitmore Avionics Holdings LLC.
SECOND: The address of the registered office of the limited liability company in the State of Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the limited liability company at such address is Crowne Albany Corporation.
THIRD: This Certificate of Formation shall be effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date set forth below.
WHITMORE AEROSPACE LLC, as Authorized Person
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer
Filed with the Secretary of State of the State of Delaware Filing No. 6329017 Filed: [Date of Original Filing]
[Certified copy attached]
EXHIBIT B
Limited Liability Company Agreement of Whitmore Avionics Holdings LLC
LIMITED LIABILITY COMPANY AGREEMENT OF WHITMORE AVIONICS HOLDINGS LLC a Delaware Limited Liability Company
This Limited Liability Company Agreement (this "Agreement") of Whitmore Avionics Holdings LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of the date of the filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware, by Whitmore Aerospace LLC, a Delaware limited liability company, as the sole member of the Company (the "Sole Member").
ARTICLE I — FORMATION AND NAME
The Company has been formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"). The name of the Company is "Whitmore Avionics Holdings LLC."
ARTICLE II — PURPOSE
The purpose of the Company is to hold, own, manage, license, exploit, protect, develop, and commercialize intellectual property, patents, trademarks, copyrights, trade secrets, know-how, and licenses related to avionics systems and avionics-related technologies, and to engage in any and all lawful activities and transactions as may be necessary, incidental, or related thereto, and to do all things necessary or incidental to the foregoing purposes.
ARTICLE III — PRINCIPAL OFFICE; REGISTERED AGENT
The principal office of the Company is located at c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. The registered office of the Company in the State of Delaware is Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent of the Company at such address is Crowne Albany Corporation.
ARTICLE IV — SOLE MEMBER
The Sole Member of the Company is Whitmore Aerospace LLC, a Delaware limited liability company. The Sole Member holds one hundred percent (100%) of the membership interests in the Company.
ARTICLE V — MANAGEMENT
The Company shall be managed by its Sole Member. The Sole Member shall have full and exclusive authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Company. The Sole Member may delegate authority to any officers, employees, or agents of the Sole Member or the Company to act on behalf of the Company, and such delegation may be made by resolution, consent, or other writing executed by the Sole Member.
ARTICLE VI — OFFICERS
The Sole Member may appoint or designate officers, authorized signatories, and other agents of the Company. Such officers and authorized signatories shall have such authority and duties as determined by the Sole Member from time to time. The officers of the Sole Member shall be deemed authorized to act on behalf of the Company, in such capacities as the Sole Member may designate.
ARTICLE VII — TERM
The Company shall have perpetual existence unless earlier dissolved in accordance with the Act or this Agreement.
ARTICLE VIII — GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of laws.
WHITMORE AEROSPACE LLC, as Sole Member
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer
[Certified copy attached]
EXHIBIT C
Written Consent of the Sole Member of Whitmore Avionics Holdings LLC
WRITTEN CONSENT OF THE SOLE MEMBER OF WHITMORE AVIONICS HOLDINGS LLC a Delaware Limited Liability Company
Effective as of January 22, 2026
The undersigned, being the sole member of Whitmore Avionics Holdings LLC, a Delaware limited liability company (the "Company"), hereby takes the following actions and adopts the following resolutions by written consent in lieu of a meeting, pursuant to the Limited Liability Company Agreement of the Company and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.):
RECITALS.  WHEREAS, the sole member of the Company is Whitmore Aerospace LLC, a Delaware limited liability company ("WAL");
WHEREAS, WAL proposes to enter into that certain Senior Secured Revolving Credit Agreement (the "Credit Agreement"), to be dated on or about January 30, 2026, among WAL, as borrower, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, providing for a senior secured revolving credit facility in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000);
WHEREAS, it is contemplated that the Company will become a Subsidiary Guarantor under the Credit Agreement and will enter into a Guarantee Agreement, dated as of or about January 30, 2026 (the "Guarantee Agreement"), in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which the Company will guarantee the Obligations (as defined in the Credit Agreement) of WAL under the Credit Agreement and the other Loan Documents;
WHEREAS, it is further contemplated that the Company will enter into a Pledge and Security Agreement, dated as of or about January 30, 2026 (the "Security Agreement"), in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will grant a first-priority security interest in substantially all of the Company's personal property, including without limitation the Company's intellectual property (including patents, trademarks, copyrights, trade secrets, and licenses), general intangibles, accounts, inventory, equipment, instruments, chattel paper, deposit accounts, securities accounts, investment property, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof;
WHEREAS, it is further contemplated that WAL will enter into an Equity Pledge Agreement, dated as of or about January 30, 2026 (the "Equity Pledge Agreement"), pursuant to which WAL will pledge one hundred percent (100%) of the outstanding membership interests in the Company to Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as security for the Obligations;
WHEREAS, the sole member has determined that the execution, delivery, and performance by the Company of the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each other Loan Document to which the Company is or will be a party, and the consummation of the transactions contemplated thereby, are in the best interests of the Company and its sole member;
NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each other Loan Document (collectively, the "Transaction Documents") to which the Company is or will be a party, and to perform all of its obligations under each such Transaction Document, upon such terms and conditions as may be approved by any Authorized Officer (as defined below), the execution and delivery of such Transaction Documents by any Authorized Officer to be conclusive evidence of such approval;
RESOLVED FURTHER, that each of Derek Whitmore, in his capacity as Manager of the Company, Sandra Petrova, in her capacity as Authorized Signatory of the Company, and Gregory Alston, in his capacity as Authorized Signatory and Secretary of the Company (each, an "Authorized Officer"), is hereby authorized, empowered, and directed, acting alone and without the joinder of any other person, to execute and deliver on behalf of the Company any and all Transaction Documents, and any and all documents, instruments, certificates, agreements, amendments, supplements, schedules, exhibits, notices, consents, waivers, and other writings in connection with the Credit Agreement and the transactions contemplated thereby, and to take all such further actions as any Authorized Officer may deem necessary, appropriate, or desirable in connection with the foregoing, the execution of any such document or the taking of any such action by any Authorized Officer to be conclusive evidence of his or her determination that such document or action is necessary, appropriate, or desirable;
RESOLVED FURTHER, that all actions heretofore taken by any officer, manager, authorized signatory, or other authorized person of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the transactions contemplated thereby are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;
RESOLVED FURTHER, that the foregoing resolutions shall remain in full force and effect until amended, modified, or revoked by subsequent written consent of the sole member of the Company, and that such resolutions shall not be deemed to be amended, modified, or revoked by any amendment, modification, or restatement of the Credit Agreement, the Guarantee Agreement, the Security Agreement, or any other Transaction Document, unless such subsequent written consent expressly so provides.
GENERAL AUTHORITY.  RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to pay, or cause to be paid, all fees, costs, and expenses in connection with the transactions contemplated by the foregoing resolutions, including, without limitation, the fees and expenses of legal counsel, and to take or cause to be taken all actions and to execute and deliver or cause to be executed and delivered all documents and instruments that such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and accomplish the purposes of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned sole member of Whitmore Avionics Holdings LLC has executed this Written Consent effective as of January 22, 2026.
WHITMORE AEROSPACE LLC, as Sole Member of Whitmore Avionics Holdings LLC
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer
Date: January 22, 2026
ATTEST:
By: ________
Name: Gregory Alston
Title: General Counsel and Secretary
Date: January 22, 2026
[Certified copy attached]
EXHIBIT D
Certificate of Good Standing — Whitmore Avionics Holdings LLC Issued by the Secretary of State of the State of Delaware
STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF GOOD STANDING
I, Jeffrey W. Bullock, Secretary of State of the State of Delaware, do hereby certify that WHITMORE AVIONICS HOLDINGS LLC, File Number 6329017, is a Limited Liability Company duly formed on its date of formation and is in good standing and has a legal existence in the State of Delaware, so far as the records of this office show, as of the date of this certification.
The entity's franchise taxes, if applicable, and annual reports are not yet due. The entity was formed and its Certificate of Formation was filed in good order.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover, this 14th day of January, 2026.
________________________________________
Jeffrey W. Bullock Secretary of State of the State of Delaware
Authentication: 226013741
Date: January 14, 2026
You may verify this certificate online at https://icis.corp.delaware.gov/ecorp/GoodStanding/Verify using Authentication No. 226013741.
[Certified copy attached]
Name | Title | Specimen Signature
Derek Whitmore | Manager (CEO of WAL, sole member) | _______
Sandra Petrova | Authorized Signatory (CFO of WAL, sole member) | _______
Gregory Alston | Authorized Signatory / Secretary (General Counsel & Secretary of WAL, sole member) | _______

OFFICER'S CERTIFICATE OF WHITMORE AVIONICS HOLDINGS LLC

WHITMORE AVIONICS HOLDINGS LLC

COUNTER-CERTIFICATION

EXHIBIT A

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS

CERTIFICATE OF FORMATION OF WHITMORE AVIONICS HOLDINGS LLC

EXHIBIT B

EXHIBIT C

NOW, THEREFORE, BE IT:

ATTEST:

EXHIBIT D

STATE OF DELAWARE OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF GOOD STANDING

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