1019-00002 · Client 1019 · Closing/Certificates

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OFFICER'S CERTIFICATE OF WHITMORE DEFENSE SOLUTIONS, INC.

Dated as of January 30, 2026

Delivered pursuant to Section 4.01(e) of that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.

CUSIP: 96438LAA3

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 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 ("WAL" or the "Borrower"), the Subsidiary Guarantors party thereto (including WDS), the Lenders from time to time party thereto (collectively, the "Lenders"), and Prescott National Bank, N.A. ("Prescott" or the "Administrative Agent"), in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender;

WHEREAS, reference is further made to that certain Guarantee Agreement, dated as of January 30, 2026 (the "Guarantee Agreement"), executed and delivered by WDS and the other Subsidiary Guarantors party thereto in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which each Subsidiary Guarantor has unconditionally guaranteed the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents;

WHEREAS, reference is further made to that certain Pledge and Security Agreement, dated as of January 30, 2026 (the "Pledge and Security Agreement"), executed and delivered by WDS and the other Loan Parties in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which each Loan Party has granted to the Collateral Agent a first-priority security interest in substantially all of its personal property assets as collateral security for the Obligations;

WHEREAS, reference is further made to that certain Equity Pledge Agreement, dated as of January 30, 2026 (the "Equity Pledge Agreement"), executed and delivered by WAL in favor of Prescott National Bank, N.A., as Collateral Agent, pursuant to which one hundred percent (100%) of the issued and outstanding capital stock of WDS is pledged by WAL to the Collateral Agent as collateral security for the Obligations;

WHEREAS, capitalized terms used but not otherwise defined in this Certificate shall have the meanings assigned to such terms in the Credit Agreement, and the rules of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Certificate mutatis mutandis; and

WHEREAS, this Officer's Certificate (this "Certificate") is being delivered to the Administrative Agent and the Lenders to satisfy the conditions precedent to the initial funding under the Credit Agreement as set forth in Article IV thereof, including, without limitation, the conditions set forth in Section 4.01(e) of the Credit Agreement requiring delivery of organizational documents, resolutions, and incumbency certifications for each Subsidiary Guarantor.

NOW, THEREFORE, the undersigned hereby certifies, represents, and warrants to the Administrative Agent, the Collateral Agent, and each of the Lenders as follows:

II. CERTIFICATION REGARDING ORGANIZATIONAL DOCUMENTS

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 of the Commonwealth of Virginia, and the Articles of Incorporation, as so amended, are in full force and effect as of the date of this Certificate.

The undersigned further certifies that the Articles of Incorporation have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto as part of Exhibit A, and that no proceedings are pending or contemplated for any such amendment, restatement, supplement, or modification. The copy attached as Exhibit A constitutes the complete and definitive charter document of WDS as currently in effect.

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, restatement, supplement, or modification. The copy attached as Exhibit B constitutes the complete and definitive bylaws governing the internal affairs of WDS as currently in effect.

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 standing and authorized to transact business in the Commonwealth of Virginia.

In connection with the foregoing, the undersigned further certifies the following information with respect to WDS:

(a) SCC Entity ID: S3482917, as assigned by the Virginia State Corporation Commission.

(b) Employer Identification Number (EIN): 54-3891204, as assigned by the Internal Revenue Service.

(d) Principal Office Address: 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170.

(e) Parent Entity: WDS is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company. All of the issued and outstanding shares of capital stock of WDS are held by WAL.

(f) Facility Security Clearance: WDS holds classified contracts with the United States Department of Defense and operates under facility security clearance at its Herndon, Virginia site. WDS maintains such clearance in compliance with the National Industrial Security Program Operating Manual (NISPOM) and all applicable regulations of the Defense Counterintelligence and Security Agency (DCSA).

The undersigned acknowledges that the Administrative Agent, the Collateral Agent, and the Lenders are relying upon the foregoing certifications in connection with the closing of the Credit Agreement and the initial extension of credit thereunder.

III. CERTIFICATION REGARDING RESOLUTIONS

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.

The undersigned further certifies that the Resolutions authorize WDS to take the following actions:

(a) 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, pursuant to which WDS unconditionally guarantees the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents;

(b) 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 WDS (subject to the exclusions set forth therein, including, without limitation, exclusions with respect to classified government contracts subject to the Assignment of Claims Act, 31 U.S.C. § 3727, and the Federal Assignment of Claims Act, 41 U.S.C. § 6305);

(c) Consent to and acknowledge the pledge of one hundred percent (100%) of the issued and outstanding capital stock of WDS by WAL under the Equity Pledge Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Collateral Agent;

(d) Execute and deliver each other Loan Document to which WDS is or will be a party, including, without limitation, any joinder agreements, perfection certificates, deposit account control agreements, intellectual property security agreements, and any other certificates, instruments, agreements, or documents contemplated thereby or required in connection therewith, and to perform all obligations of WDS thereunder; and

(e) Authorize the officers of WDS identified in the incumbency section of this Certificate to execute and deliver, on behalf of WDS, each of the foregoing documents and any other certificates, instruments, agreements, or documents contemplated thereby or required in connection with the Credit Agreement and the transactions contemplated thereunder.

The undersigned further certifies that the Resolutions remain in full force and effect as of the date hereof and have not been rescinded, amended, supplemented, revoked, or otherwise modified in any respect since their adoption on January 22, 2026. No other resolutions have been adopted by the Board of Directors of WDS that would in any way conflict with, impair, limit, or restrict the authority granted pursuant to the Resolutions attached as Exhibit D.

IV. INCUMBENCY CERTIFICATION

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 execute and deliver the Loan Documents and any other documents, certificates, instruments, or agreements on behalf of WDS in connection with the Credit Agreement and the transactions contemplated thereby:

The undersigned further certifies that WDS is a wholly owned subsidiary of Whitmore Aerospace LLC, and that certain of its officers may also serve in officer or director capacities at WAL or other affiliated entities. Without limiting the foregoing, Gregory S. Alston, who serves as General Counsel and Secretary of WAL, also serves as a member of the Board of Directors of WDS. Such dual service does not limit or impair the authority of any officer identified above to act on behalf of WDS in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents.

Each such officer identified in the table above holds the office specified as of the date hereof, and no event has occurred that would disqualify, remove, or otherwise affect the authority of any such person to act in such capacity on behalf of WDS.

V. ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS

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 authority, or regulatory body directing or providing for the dissolution or liquidation of WDS. WDS continues to conduct its business as a going concern in the ordinary course.

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 modification. The organizational documents of WDS as attached hereto as Exhibits A and B are the complete, current, and operative governing documents of the Company.

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 granted to the officers of WDS pursuant to the Resolutions attached as Exhibit D is presently operative and has not been limited, restricted, or conditioned in any manner not reflected therein.

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) result in a breach of, or constitute a default under, any provision of the organizational documents of WDS. The transactions contemplated by the Credit Agreement and the other Loan Documents are within the corporate power and authority of WDS, and all necessary corporate action has been taken to authorize WDS to enter into and perform its obligations under the Loan Documents.

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 currently in effect.

Exhibit C — Certificate of Good Standing (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 January 30, 2026.

Exhibit D — Resolutions of the Board of Directors of Whitmore Defense Solutions, Inc., adopted by unanimous written consent effective as of January 22, 2026.

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 Whitmore Defense Solutions, Inc., a Virginia corporation, hereby certify that Catherine M. Halpern is the duly elected Vice President and Secretary of the Company, that she holds such office as of the date hereof, and that the signature set forth above is her true and genuine signature. Ms. Halpern is duly authorized to execute and deliver this Officer's Certificate on behalf of the Company in connection with the Credit Agreement and the transactions contemplated thereby.

WHITMORE DEFENSE SOLUTIONS, INC.

By: ________

Name: Raymond T. Whitmore III

Title: President

Date: January 30, 2026

EXHIBIT A

ARTICLES OF INCORPORATION OF WHITMORE DEFENSE SOLUTIONS, INC.

(As Filed with the Virginia State Corporation Commission) (SCC Entity ID: S3482917) (Commonwealth of Virginia)

The following constitutes a certified copy of the Articles of Incorporation of Whitmore Defense Solutions, Inc., a Virginia corporation, as originally filed with the Virginia State Corporation Commission, together with all amendments thereto adopted and filed through the date hereof. WDS was originally incorporated under the laws of the Commonwealth of Virginia and assigned SCC Entity ID S3482917 by the Virginia State Corporation Commission.

The Articles of Incorporation authorize WDS to engage in any lawful business, including, without limitation, the business of defense contracting, aerospace manufacturing, research and development of defense systems, engineering services, technical consulting, and all related activities. The Articles set forth the authorized capital stock of the Company, the registered agent and registered office in the Commonwealth of Virginia, the initial directors, and such other provisions as are required or permitted under the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code of Virginia).

All amendments to the Articles of Incorporation adopted through the date hereof are included in the attached copy.

[Full text of the Articles of Incorporation and all amendments thereto to be inserted behind this page.]

EXHIBIT B

BYLAWS OF WHITMORE DEFENSE SOLUTIONS, INC.

(As Currently in Effect)

The following constitutes a true, correct, and complete copy of the Bylaws of Whitmore Defense Solutions, Inc., as currently in effect as of January 30, 2026. The Bylaws govern the internal affairs of WDS, including, without limitation, provisions regarding the Board of Directors, the election and duties of officers, meetings of directors and shareholders, quorum requirements, voting procedures, committees of the Board, indemnification and advancement of expenses, stock certificates and transfers, corporate records, fiscal year, and amendment procedures.

The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto.

[Full text of the Bylaws to be inserted behind this page.]

EXHIBIT C

CERTIFICATE OF GOOD STANDING (CERTIFICATE OF EXISTENCE) WHITMORE DEFENSE SOLUTIONS, INC.

Issued by the Virginia State Corporation Commission SCC Entity ID: S3482917

The following constitutes 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. The certificate is dated no earlier than five (5) business days prior to January 30, 2026, and confirms that WDS is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and that WDS is authorized to transact business in the Commonwealth.

[Original Certificate of Good Standing issued by the Virginia State Corporation Commission to be inserted behind this page.]

EXHIBIT D

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF WHITMORE DEFENSE SOLUTIONS, INC.

(A Virginia Corporation) (Effective as of January 22, 2026)

The undersigned, being all of the members of the Board of Directors of Whitmore Defense Solutions, Inc., a Virginia corporation (the "Company"), acting pursuant to Section 13.1-685 of the Virginia Stock Corporation Act and Article III of the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of January 22, 2026:

Preamble and Recitals

WHEREAS, the Company is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Parent");

WHEREAS, WAL, as Borrower, proposes to enter into a Senior Secured Revolving Credit Agreement in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000) (the "Credit Agreement") with Prescott National Bank, N.A. ("Prescott"), as Administrative Agent, Collateral Agent, and Swingline Lender, and the lenders from time to time party thereto (collectively, the "Lenders");

WHEREAS, as a condition to the initial funding under the Credit Agreement, the Company, as a Subsidiary Guarantor, is required to (i) guarantee the obligations of WAL under the Credit Agreement and the other Loan Documents by entering into a Guarantee Agreement in favor of Prescott as Administrative Agent for the benefit of the Secured Parties, (ii) grant a first-priority security interest in substantially all of its personal property assets pursuant to a Pledge and Security Agreement in favor of Prescott as Collateral Agent, and (iii) consent to the pledge of one hundred percent (100%) of the capital stock of the Company by WAL pursuant to an Equity Pledge Agreement in favor of Prescott as Collateral Agent;

WHEREAS, the Board of Directors has reviewed the terms of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Equity Pledge Agreement, and the other Loan Documents, and has determined that it is in the best interests of the Company and its sole shareholder to authorize the Company to enter into, execute, deliver, and perform its obligations under the foregoing agreements and documents;

WHEREAS, the Board of Directors has considered the benefits to the Company of the credit facilities to be made available under the Credit Agreement, including, without limitation, the availability of revolving credit to WAL and its subsidiaries for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes, and has determined that the Company will receive reasonably equivalent value and fair consideration in connection with its guarantee and the grant of security interests contemplated thereby; and

WHEREAS, the Board of Directors has been advised by counsel with respect to the legal requirements and implications of the transactions contemplated by the Credit Agreement and the other Loan Documents, and has had an opportunity to ask questions and receive satisfactory answers regarding the same;

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under the Guarantee Agreement, dated as of January 30, 2026 (or such other date as may be the Signing Date under the Credit Agreement), in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which the Company shall unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to this Board or with such changes thereto as the officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof;

RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under the Pledge and Security Agreement, dated as of January 30, 2026 (or such other date as may be the Signing Date under the Credit Agreement), 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 the Company, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof, subject to the exclusions set forth therein (including, without limitation, exclusions with respect to classified government contracts subject to the Assignment of Claims Act, 31 U.S.C. § 3727, and the Federal Assignment of Claims Act, 41 U.S.C. § 6305, and exclusions required to maintain the Company's facility security clearance under the NISPOM), in substantially the form presented to this Board or with such changes thereto as the officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof;

RESOLVED FURTHER, that the Company hereby consents to and acknowledges the pledge of one hundred percent (100%) of the issued and outstanding capital stock of the Company by WAL under the Equity Pledge 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, and authorizes the officers of the Company to take all actions reasonably necessary or appropriate to facilitate such pledge, including, without limitation, the delivery of stock certificates, execution of stock powers, notation on the stock ledger of the Company, and any other actions required by the Collateral Agent;

RESOLVED FURTHER, that each of the officers of the Company identified in the incumbency certificate delivered in connection with the Credit Agreement, specifically, Raymond T. Whitmore III, as President, Catherine M. Halpern, as Vice President and Secretary, and David L. Okoro, as Treasurer, and each of them acting individually (each, an "Authorized Officer"), is hereby authorized and empowered to execute and deliver, on behalf of the Company, each Loan Document to which the Company is or will be a party and any other agreement, certificate, instrument, notice, or document required or contemplated in connection with the Credit Agreement and the transactions contemplated thereby, including, without limitation, any perfection certificates, UCC financing statements, deposit account control agreements, intellectual property security agreements, joinder agreements, officer's certificates, secretary's certificates, and compliance certificates, in each case with such changes, modifications, and supplements as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof;

RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Equity Pledge Agreement, and the other Loan Documents, and all other actions taken in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly amended, modified, or revoked by the Board of Directors of the Company by a subsequent resolution duly adopted in accordance with the Virginia Stock Corporation Act and the Bylaws of the Company.

Attestation and Execution

This Unanimous Written Consent shall be effective as of January 22, 2026, and may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

BOARD OF DIRECTORS OF WHITMORE DEFENSE SOLUTIONS, INC.

________________________________________

Gregory S. Alston, Director

________________________________________

Raymond T. Whitmore III, Director

________________________________________

Margaret F. Chen, Director

SECRETARY'S ATTESTATION

I, Catherine M. Halpern, Vice President and Secretary of Whitmore Defense Solutions, Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by unanimous written consent of the Board of Directors of the Company, effective as of January 22, 2026, and that such resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof.

________________________________________

Catherine M. Halpern Vice President and Secretary Whitmore Defense Solutions, Inc.

Date: January 30, 2026

[End of Officer's Certificate of Whitmore Defense Solutions, Inc.]

Name	Title	Signature
Raymond T. Whitmore III	President	________
Catherine M. Halpern	Vice President and Secretary	________
David L. Okoro	Treasurer	________

OFFICER'S CERTIFICATE OF WHITMORE DEFENSE SOLUTIONS, INC.
Dated as of January 30, 2026
Delivered pursuant to Section 4.01(e) of that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
CUSIP: 96438LAA3
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 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 ("WAL" or the "Borrower"), the Subsidiary Guarantors party thereto (including WDS), the Lenders from time to time party thereto (collectively, the "Lenders"), and Prescott National Bank, N.A. ("Prescott" or the "Administrative Agent"), in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender;
WHEREAS, reference is further made to that certain Guarantee Agreement, dated as of January 30, 2026 (the "Guarantee Agreement"), executed and delivered by WDS and the other Subsidiary Guarantors party thereto in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which each Subsidiary Guarantor has unconditionally guaranteed the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents;
WHEREAS, reference is further made to that certain Pledge and Security Agreement, dated as of January 30, 2026 (the "Pledge and Security Agreement"), executed and delivered by WDS and the other Loan Parties in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which each Loan Party has granted to the Collateral Agent a first-priority security interest in substantially all of its personal property assets as collateral security for the Obligations;
WHEREAS, reference is further made to that certain Equity Pledge Agreement, dated as of January 30, 2026 (the "Equity Pledge Agreement"), executed and delivered by WAL in favor of Prescott National Bank, N.A., as Collateral Agent, pursuant to which one hundred percent (100%) of the issued and outstanding capital stock of WDS is pledged by WAL to the Collateral Agent as collateral security for the Obligations;
WHEREAS, capitalized terms used but not otherwise defined in this Certificate shall have the meanings assigned to such terms in the Credit Agreement, and the rules of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Certificate mutatis mutandis; and
WHEREAS, this Officer's Certificate (this "Certificate") is being delivered to the Administrative Agent and the Lenders to satisfy the conditions precedent to the initial funding under the Credit Agreement as set forth in Article IV thereof, including, without limitation, the conditions set forth in Section 4.01(e) of the Credit Agreement requiring delivery of organizational documents, resolutions, and incumbency certifications for each Subsidiary Guarantor.
NOW, THEREFORE, the undersigned hereby certifies, represents, and warrants to the Administrative Agent, the Collateral Agent, and each of the Lenders as follows:
II. CERTIFICATION REGARDING ORGANIZATIONAL DOCUMENTS
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 of the Commonwealth of Virginia, and the Articles of Incorporation, as so amended, are in full force and effect as of the date of this Certificate.
The undersigned further certifies that the Articles of Incorporation have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto as part of Exhibit A, and that no proceedings are pending or contemplated for any such amendment, restatement, supplement, or modification. The copy attached as Exhibit A constitutes the complete and definitive charter document of WDS as currently in effect.
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, restatement, supplement, or modification. The copy attached as Exhibit B constitutes the complete and definitive bylaws governing the internal affairs of WDS as currently in effect.
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 standing and authorized to transact business in the Commonwealth of Virginia.
In connection with the foregoing, the undersigned further certifies the following information with respect to WDS:
(a) SCC Entity ID: S3482917, as assigned by the Virginia State Corporation Commission.
(b) Employer Identification Number (EIN): 54-3891204, as assigned by the Internal Revenue Service.
(c) Jurisdiction of Incorporation: Commonwealth of Virginia.
(d) Principal Office Address: 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170.
(e) Parent Entity: WDS is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company. All of the issued and outstanding shares of capital stock of WDS are held by WAL.
(f) Facility Security Clearance: WDS holds classified contracts with the United States Department of Defense and operates under facility security clearance at its Herndon, Virginia site. WDS maintains such clearance in compliance with the National Industrial Security Program Operating Manual (NISPOM) and all applicable regulations of the Defense Counterintelligence and Security Agency (DCSA).
The undersigned acknowledges that the Administrative Agent, the Collateral Agent, and the Lenders are relying upon the foregoing certifications in connection with the closing of the Credit Agreement and the initial extension of credit thereunder.
III. CERTIFICATION REGARDING RESOLUTIONS
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.
The undersigned further certifies that the Resolutions authorize WDS to take the following actions:
(a) 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, pursuant to which WDS unconditionally guarantees the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents;
(b) 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 WDS (subject to the exclusions set forth therein, including, without limitation, exclusions with respect to classified government contracts subject to the Assignment of Claims Act, 31 U.S.C. § 3727, and the Federal Assignment of Claims Act, 41 U.S.C. § 6305);
(c) Consent to and acknowledge the pledge of one hundred percent (100%) of the issued and outstanding capital stock of WDS by WAL under the Equity Pledge Agreement, dated as of January 30, 2026, in favor of Prescott National Bank, N.A., as Collateral Agent;
(d) Execute and deliver each other Loan Document to which WDS is or will be a party, including, without limitation, any joinder agreements, perfection certificates, deposit account control agreements, intellectual property security agreements, and any other certificates, instruments, agreements, or documents contemplated thereby or required in connection therewith, and to perform all obligations of WDS thereunder; and
(e) Authorize the officers of WDS identified in the incumbency section of this Certificate to execute and deliver, on behalf of WDS, each of the foregoing documents and any other certificates, instruments, agreements, or documents contemplated thereby or required in connection with the Credit Agreement and the transactions contemplated thereunder.
The undersigned further certifies that the Resolutions remain in full force and effect as of the date hereof and have not been rescinded, amended, supplemented, revoked, or otherwise modified in any respect since their adoption on January 22, 2026. No other resolutions have been adopted by the Board of Directors of WDS that would in any way conflict with, impair, limit, or restrict the authority granted pursuant to the Resolutions attached as Exhibit D.
IV. INCUMBENCY CERTIFICATION
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 execute and deliver the Loan Documents and any other documents, certificates, instruments, or agreements on behalf of WDS in connection with the Credit Agreement and the transactions contemplated thereby:
The undersigned further certifies that WDS is a wholly owned subsidiary of Whitmore Aerospace LLC, and that certain of its officers may also serve in officer or director capacities at WAL or other affiliated entities. Without limiting the foregoing, Gregory S. Alston, who serves as General Counsel and Secretary of WAL, also serves as a member of the Board of Directors of WDS. Such dual service does not limit or impair the authority of any officer identified above to act on behalf of WDS in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents.
Each such officer identified in the table above holds the office specified as of the date hereof, and no event has occurred that would disqualify, remove, or otherwise affect the authority of any such person to act in such capacity on behalf of WDS.
V. ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS
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 authority, or regulatory body directing or providing for the dissolution or liquidation of WDS. WDS continues to conduct its business as a going concern in the ordinary course.
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 modification. The organizational documents of WDS as attached hereto as Exhibits A and B are the complete, current, and operative governing documents of the Company.
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 granted to the officers of WDS pursuant to the Resolutions attached as Exhibit D is presently operative and has not been limited, restricted, or conditioned in any manner not reflected therein.
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) result in a breach of, or constitute a default under, any provision of the organizational documents of WDS. The transactions contemplated by the Credit Agreement and the other Loan Documents are within the corporate power and authority of WDS, and all necessary corporate action has been taken to authorize WDS to enter into and perform its obligations under the Loan Documents.
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 currently in effect.
Exhibit C — Certificate of Good Standing (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 January 30, 2026.
Exhibit D — Resolutions of the Board of Directors of Whitmore Defense Solutions, Inc., adopted by unanimous written consent effective as of January 22, 2026.
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 Whitmore Defense Solutions, Inc., a Virginia corporation, hereby certify that Catherine M. Halpern is the duly elected Vice President and Secretary of the Company, that she holds such office as of the date hereof, and that the signature set forth above is her true and genuine signature. Ms. Halpern is duly authorized to execute and deliver this Officer's Certificate on behalf of the Company in connection with the Credit Agreement and the transactions contemplated thereby.
WHITMORE DEFENSE SOLUTIONS, INC.
By: ________
Name: Raymond T. Whitmore III
Title: President
Date: January 30, 2026
EXHIBIT A
ARTICLES OF INCORPORATION OF WHITMORE DEFENSE SOLUTIONS, INC.
(As Filed with the Virginia State Corporation Commission) (SCC Entity ID: S3482917) (Commonwealth of Virginia)
The following constitutes a certified copy of the Articles of Incorporation of Whitmore Defense Solutions, Inc., a Virginia corporation, as originally filed with the Virginia State Corporation Commission, together with all amendments thereto adopted and filed through the date hereof. WDS was originally incorporated under the laws of the Commonwealth of Virginia and assigned SCC Entity ID S3482917 by the Virginia State Corporation Commission.
The Articles of Incorporation authorize WDS to engage in any lawful business, including, without limitation, the business of defense contracting, aerospace manufacturing, research and development of defense systems, engineering services, technical consulting, and all related activities. The Articles set forth the authorized capital stock of the Company, the registered agent and registered office in the Commonwealth of Virginia, the initial directors, and such other provisions as are required or permitted under the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code of Virginia).
All amendments to the Articles of Incorporation adopted through the date hereof are included in the attached copy.
[Full text of the Articles of Incorporation and all amendments thereto to be inserted behind this page.]
EXHIBIT B
BYLAWS OF WHITMORE DEFENSE SOLUTIONS, INC.
(As Currently in Effect)
The following constitutes a true, correct, and complete copy of the Bylaws of Whitmore Defense Solutions, Inc., as currently in effect as of January 30, 2026. The Bylaws govern the internal affairs of WDS, including, without limitation, provisions regarding the Board of Directors, the election and duties of officers, meetings of directors and shareholders, quorum requirements, voting procedures, committees of the Board, indemnification and advancement of expenses, stock certificates and transfers, corporate records, fiscal year, and amendment procedures.
The Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto.
[Full text of the Bylaws to be inserted behind this page.]
EXHIBIT C
CERTIFICATE OF GOOD STANDING (CERTIFICATE OF EXISTENCE) WHITMORE DEFENSE SOLUTIONS, INC.
Issued by the Virginia State Corporation Commission SCC Entity ID: S3482917
The following constitutes 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. The certificate is dated no earlier than five (5) business days prior to January 30, 2026, and confirms that WDS is duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and that WDS is authorized to transact business in the Commonwealth.
[Original Certificate of Good Standing issued by the Virginia State Corporation Commission to be inserted behind this page.]
EXHIBIT D
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF WHITMORE DEFENSE SOLUTIONS, INC.
(A Virginia Corporation) (Effective as of January 22, 2026)
The undersigned, being all of the members of the Board of Directors of Whitmore Defense Solutions, Inc., a Virginia corporation (the "Company"), acting pursuant to Section 13.1-685 of the Virginia Stock Corporation Act and Article III of the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of January 22, 2026:
Preamble and Recitals
WHEREAS, the Company is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Parent");
WHEREAS, WAL, as Borrower, proposes to enter into a Senior Secured Revolving Credit Agreement in an aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000) (the "Credit Agreement") with Prescott National Bank, N.A. ("Prescott"), as Administrative Agent, Collateral Agent, and Swingline Lender, and the lenders from time to time party thereto (collectively, the "Lenders");
WHEREAS, as a condition to the initial funding under the Credit Agreement, the Company, as a Subsidiary Guarantor, is required to (i) guarantee the obligations of WAL under the Credit Agreement and the other Loan Documents by entering into a Guarantee Agreement in favor of Prescott as Administrative Agent for the benefit of the Secured Parties, (ii) grant a first-priority security interest in substantially all of its personal property assets pursuant to a Pledge and Security Agreement in favor of Prescott as Collateral Agent, and (iii) consent to the pledge of one hundred percent (100%) of the capital stock of the Company by WAL pursuant to an Equity Pledge Agreement in favor of Prescott as Collateral Agent;
WHEREAS, the Board of Directors has reviewed the terms of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Equity Pledge Agreement, and the other Loan Documents, and has determined that it is in the best interests of the Company and its sole shareholder to authorize the Company to enter into, execute, deliver, and perform its obligations under the foregoing agreements and documents;
WHEREAS, the Board of Directors has considered the benefits to the Company of the credit facilities to be made available under the Credit Agreement, including, without limitation, the availability of revolving credit to WAL and its subsidiaries for working capital, capital expenditures, permitted acquisitions, and other general corporate purposes, and has determined that the Company will receive reasonably equivalent value and fair consideration in connection with its guarantee and the grant of security interests contemplated thereby; and
WHEREAS, the Board of Directors has been advised by counsel with respect to the legal requirements and implications of the transactions contemplated by the Credit Agreement and the other Loan Documents, and has had an opportunity to ask questions and receive satisfactory answers regarding the same;
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under the Guarantee Agreement, dated as of January 30, 2026 (or such other date as may be the Signing Date under the Credit Agreement), in favor of Prescott National Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which the Company shall unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to this Board or with such changes thereto as the officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof;
RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, deliver, and perform its obligations under the Pledge and Security Agreement, dated as of January 30, 2026 (or such other date as may be the Signing Date under the Credit Agreement), 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 the Company, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof, subject to the exclusions set forth therein (including, without limitation, exclusions with respect to classified government contracts subject to the Assignment of Claims Act, 31 U.S.C. § 3727, and the Federal Assignment of Claims Act, 41 U.S.C. § 6305, and exclusions required to maintain the Company's facility security clearance under the NISPOM), in substantially the form presented to this Board or with such changes thereto as the officers executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof;
RESOLVED FURTHER, that the Company hereby consents to and acknowledges the pledge of one hundred percent (100%) of the issued and outstanding capital stock of the Company by WAL under the Equity Pledge 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, and authorizes the officers of the Company to take all actions reasonably necessary or appropriate to facilitate such pledge, including, without limitation, the delivery of stock certificates, execution of stock powers, notation on the stock ledger of the Company, and any other actions required by the Collateral Agent;
RESOLVED FURTHER, that each of the officers of the Company identified in the incumbency certificate delivered in connection with the Credit Agreement, specifically, Raymond T. Whitmore III, as President, Catherine M. Halpern, as Vice President and Secretary, and David L. Okoro, as Treasurer, and each of them acting individually (each, an "Authorized Officer"), is hereby authorized and empowered to execute and deliver, on behalf of the Company, each Loan Document to which the Company is or will be a party and any other agreement, certificate, instrument, notice, or document required or contemplated in connection with the Credit Agreement and the transactions contemplated thereby, including, without limitation, any perfection certificates, UCC financing statements, deposit account control agreements, intellectual property security agreements, joinder agreements, officer's certificates, secretary's certificates, and compliance certificates, in each case with such changes, modifications, and supplements as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof;
RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Equity Pledge Agreement, and the other Loan Documents, and all other actions taken in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly amended, modified, or revoked by the Board of Directors of the Company by a subsequent resolution duly adopted in accordance with the Virginia Stock Corporation Act and the Bylaws of the Company.
Attestation and Execution
This Unanimous Written Consent shall be effective as of January 22, 2026, and may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
BOARD OF DIRECTORS OF WHITMORE DEFENSE SOLUTIONS, INC.
________________________________________
Gregory S. Alston, Director
________________________________________
Raymond T. Whitmore III, Director
________________________________________
Margaret F. Chen, Director
SECRETARY'S ATTESTATION
I, Catherine M. Halpern, Vice President and Secretary of Whitmore Defense Solutions, Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by unanimous written consent of the Board of Directors of the Company, effective as of January 22, 2026, and that such resolutions have not been amended, modified, rescinded, revoked, or superseded and remain in full force and effect as of the date hereof.
________________________________________
Catherine M. Halpern Vice President and Secretary Whitmore Defense Solutions, Inc.
Date: January 30, 2026
[End of Officer's Certificate of Whitmore Defense Solutions, Inc.]
Name | Title | Signature
Raymond T. Whitmore III | President | ________
Catherine M. Halpern | Vice President and Secretary | ________
David L. Okoro | Treasurer | ________

OFFICER'S CERTIFICATE OF WHITMORE DEFENSE SOLUTIONS, INC.

CUSIP: 96438LAA3

I. INTRODUCTORY RECITALS

II. CERTIFICATION REGARDING ORGANIZATIONAL DOCUMENTS

III. CERTIFICATION REGARDING RESOLUTIONS

IV. INCUMBENCY CERTIFICATION

V. ADDITIONAL REPRESENTATIONS AND CERTIFICATIONS

VI. LIST OF EXHIBITS

VII. EXECUTION AND ATTESTATION

WHITMORE DEFENSE SOLUTIONS, INC.

COUNTER-CERTIFICATION OF INCUMBENCY AND AUTHORITY

WHITMORE DEFENSE SOLUTIONS, INC.

EXHIBIT A

ARTICLES OF INCORPORATION OF WHITMORE DEFENSE SOLUTIONS, INC.

EXHIBIT B

BYLAWS OF WHITMORE DEFENSE SOLUTIONS, INC.

EXHIBIT C

EXHIBIT D

BOARD OF DIRECTORS OF WHITMORE DEFENSE SOLUTIONS, INC.

SECRETARY'S ATTESTATION

Record

Parties

Dates

Amounts