OFFICER'S CERTIFICATE OF WHITMORE PROPULSION SYSTEMS, INC.
Dated as of January 30, 2026
Delivered pursuant to Section 4.01(a)(v) of that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company, as Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, 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 $450,000,000.
Section 1 — Certifying Officer Identification
The undersigned, Gregory Alston, hereby certifies that he is the duly elected, qualified, and acting Secretary of Whitmore Propulsion Systems, Inc., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (the "Company" or "WPS"). The Company is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Borrower"). WPS is a Subsidiary Guarantor under the Credit Agreement and a party to that certain Guarantee Agreement, dated as of January 30, 2026 (the "Guarantee Agreement"), among the Borrower, WPS, the other Subsidiary Guarantors party thereto, and Prescott National Bank, N.A., as Administrative Agent.
The undersigned is delivering this Officer's Certificate in connection with the closing of the Credit Agreement and the related Loan Documents on the date hereof (the "Signing Date"), in satisfaction of the conditions precedent set forth in Article IV of the Credit Agreement. The undersigned has been duly authorized to execute and deliver this Officer's Certificate on behalf of the Company, as confirmed by the resolutions of the Board of Directors of WPS duly adopted on January 22, 2026, a true, correct, and complete copy of which is attached hereto as Exhibit C.
Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the Credit Agreement.
Section 2 — Organizational Documents Certification
2.1 — Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of WPS, as filed with the Secretary of State of the State of Delaware under Filing No. 6104873. WPS was incorporated under the Delaware General Corporation Law, Title 8 of the Delaware Code.
The undersigned further certifies that the Certificate of Incorporation attached hereto as Exhibit A has not been amended, restated, supplemented, or otherwise modified since its original filing with the Secretary of State of the State of Delaware and is in full force and effect as of the date hereof. No certificate of amendment, certificate of correction, restated certificate of incorporation, or certificate of merger or consolidation with respect to the Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware since the date of original filing, and no such filing is contemplated as of the date hereof.
2.2 — Bylaws
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of WPS, as currently in effect. The Bylaws have not been amended, restated, supplemented, or otherwise modified since their original adoption on the date of the Company's incorporation and remain in full force and effect as of the date hereof. No action has been taken or is currently pending or contemplated by the Board of Directors or the sole stockholder of WPS to amend, restate, supplement, or otherwise modify the Bylaws.
Section 3 — Resolutions Certification
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of WPS by unanimous written consent effective as of January 22, 2026, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of WPS.
The Resolutions authorize WPS to, among other things:
(a) enter into, execute, and deliver the Guarantee Agreement, pursuant to which WPS, as a Subsidiary Guarantor, guarantees the 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 (the "Security Agreement"), among the Borrower, the Subsidiary Guarantors party thereto (including WPS, as a Grantor), and Prescott National Bank, N.A., as Collateral Agent, pursuant to which WPS grants a first-priority security interest in substantially all of its personal property and assets to secure the Obligations;
(c) enter into, execute, and deliver the Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") encumbering the real property owned by WPS and located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (the "Huntsville Manufacturing Facility"), which property has an appraised value of $28,000,000, in favor of Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties;
(d) enter into, execute, and deliver each other Loan Document to which WPS is or will be a party, including, without limitation, any perfection certificates, financing statement authorizations, intellectual property security agreements, deposit account control agreements, and any other agreements, instruments, certificates, or documents required under the Credit Agreement or the other Loan Documents; and
(e) authorize certain officers of WPS, including Derek Whitmore, as President, Sandra Petrova, as Treasurer, and Gregory Alston, as Secretary, each acting alone and without the joinder or consent of any other officer or director, to execute and deliver the foregoing documents and to take all actions necessary, proper, or advisable in connection therewith, including the execution and delivery of any amendments, modifications, supplements, waivers, consents, or other instruments related to the Loan Documents.
The undersigned further certifies that the Resolutions have not been amended, modified, rescinded, or revoked in any respect since their adoption and remain in full force and effect as of the date hereof. The Resolutions are the only resolutions adopted by the Board of Directors of WPS (whether by action at a meeting or by written consent in lieu thereof) relating to the transactions contemplated by the Credit Agreement and the related Loan Documents. No other corporate action on the part of WPS is necessary to authorize the execution, delivery, and performance by WPS of the Loan Documents to which it is a party or the consummation of the transactions contemplated thereby.
Section 4 — Incumbency Certification
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of WPS, that each such person holds the office set forth opposite his or her respective name below, and that the signature set forth opposite each such person's name is the genuine signature of such person:
Each of the foregoing officers is duly authorized, pursuant to the Resolutions attached hereto as Exhibit C, to execute and deliver, on behalf of WPS, any and all Loan Documents to which WPS is or will be a party, and to take all actions contemplated thereby, including, without limitation, the execution and delivery of the Guarantee Agreement, the Security Agreement, the Mortgage, and all other agreements, instruments, certificates, and documents required in connection with the Credit Agreement and the other Loan Documents.
The undersigned further certifies that each of the foregoing officers has held his or her respective position continuously since the date of his or her appointment to such position and continues to hold such position as of the date hereof. No officer of WPS authorized to act in connection with the Loan Documents has resigned, been removed, or otherwise ceased to serve in such capacity since the adoption of the Resolutions on January 22, 2026.
Section 5 — Good Standing Certification
The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of good standing (also referred to as a certificate of status or certificate of existence) for WPS issued by the Secretary of State of the State of Delaware, dated January 14, 2026, which date is no earlier than thirty (30) days prior to January 30, 2026, the Signing Date.
The undersigned further certifies that WPS is validly existing and in good standing under the laws of the State of Delaware, has paid all franchise taxes and fees required to be paid to the State of Delaware, and has not been dissolved, merged, or consolidated. The federal employer identification number (EIN) of WPS is 84-2057831.
The undersigned further certifies that WPS is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, including the State of Alabama, where the Huntsville Manufacturing Facility located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, is situated. The failure of WPS to be so qualified and in good standing in any such jurisdiction would not reasonably be expected to have a Material Adverse Effect.
Section 6 — Additional Representations and Certifications
6.1 — No Amendments to Organizational Documents
The undersigned hereby certifies that, since the respective dates of the organizational documents attached hereto as Exhibit A (Certificate of Incorporation) and Exhibit B (Bylaws), no action has been taken by the Board of Directors, the sole stockholder, or any other person or entity to amend, restate, supplement, or otherwise modify the Certificate of Incorporation or Bylaws of WPS, except as reflected in the copies of such documents attached hereto. The organizational documents attached hereto as Exhibits A and B represent the complete and current governing instruments of WPS as in effect on the date hereof.
6.2 — No Dissolution or Liquidation
The undersigned hereby certifies that no action has been taken, nor is any action currently contemplated, by the Board of Directors, the sole stockholder, or any other person or entity to dissolve, liquidate, or wind up the affairs of WPS, whether voluntarily or involuntarily. No proceedings for the dissolution, liquidation, or winding up of WPS have been instituted, are pending, or, to the knowledge of the undersigned, have been threatened by any person or entity, including any governmental authority. WPS is not currently the subject of any bankruptcy, insolvency, receivership, or similar proceeding.
6.3 — No Conflicts
The undersigned hereby certifies that the execution, delivery, and performance by WPS of each Loan Document to which it is or will be a party, and the consummation of the transactions contemplated thereby, do not and will not (a) conflict with, result in a breach of, or constitute a default under the Certificate of Incorporation or Bylaws of WPS, (b) conflict with, result in a breach of, or constitute a default under any resolution adopted by the Board of Directors or the sole stockholder of WPS, or (c) require any consent, approval, authorization, or other action by, or notice to or filing with, any person or entity (including any governmental authority) under the Certificate of Incorporation or Bylaws of WPS that has not been obtained or made.
6.4 — Sole Stockholder
The undersigned hereby certifies and confirms that WAL (Whitmore Aerospace LLC) is the sole stockholder of WPS, holding and owning, directly and beneficially, one hundred percent (100%) of the issued and outstanding shares of capital stock of WPS. No other person or entity holds any shares of capital stock of WPS or any options, warrants, convertible securities, or other rights to acquire shares of capital stock of WPS.
In connection with the foregoing, the undersigned acknowledges that, pursuant to that certain Equity Pledge Agreement, dated as of January 30, 2026 (the "Equity Pledge Agreement"), among WAL, as Pledgor, and Prescott National Bank, N.A., as Collateral Agent, WAL has pledged one hundred percent (100%) of the issued and outstanding capital stock of WPS to Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as collateral security for the Obligations under the Credit Agreement and the other Loan Documents. The Company has no objection to such pledge and confirms that all actions necessary on the part of WPS to effectuate such pledge have been duly taken.
Section 7 — Reliance
This Officer's Certificate is delivered to and may be relied upon by (a) Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender under the Credit Agreement, (b) each of the Lenders party to the Credit Agreement, including Prescott National Bank, N.A., Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commonwealth Capital Markets, Inc., (c) Caldwell Pryor & Shea LLP, as counsel to the Administrative Agent, in connection with its review of the satisfaction of the conditions precedent set forth in Article IV of the Credit Agreement, and (d) their respective successors and assigns.
This Officer's Certificate is also delivered for the benefit of Calderwood & Harkness LLP, as counsel to the Borrower and the Subsidiary Guarantors, in connection with the legal opinions delivered by Calderwood & Harkness LLP on the date hereof pursuant to Section 4.01(a)(vi) of the Credit Agreement. Calderwood & Harkness LLP is entitled to rely upon the certifications, representations, and statements contained herein in rendering such legal opinions.
The undersigned acknowledges that the Administrative Agent, the Lenders, and their respective counsel are relying upon the accuracy and completeness of the certifications, representations, and statements contained in this Officer's Certificate in entering into the Credit Agreement, in extending credit thereunder, and in accepting the Loan Documents delivered by WPS on the date hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of January 30, 2026.
WHITMORE PROPULSION SYSTEMS, INC.
By: ________
Name: Gregory Alston
Title: Secretary
Counter-Certification — Incumbency Verification
The undersigned, Derek Whitmore, President of Whitmore Propulsion Systems, Inc., a Delaware corporation, hereby certifies that Gregory Alston is the duly elected, qualified, and acting Secretary of Whitmore Propulsion Systems, Inc. and that the signature appearing above is the genuine signature of Gregory Alston. The undersigned further confirms that Gregory Alston was duly authorized to execute and deliver the foregoing Officer's Certificate on behalf of Whitmore Propulsion Systems, Inc.
WHITMORE PROPULSION SYSTEMS, INC.
By: ________
Name: Derek Whitmore
Title: President
Date: January 30, 2026
EXHIBITS
EXHIBIT A.
Certificate of Incorporation of Whitmore Propulsion Systems, Inc.
Certified copy of the Certificate of Incorporation of Whitmore Propulsion Systems, Inc. as filed with the Secretary of State of the State of Delaware.
Delaware Secretary of State Filing No. 6104873
Entity Type: Corporation incorporated under the Delaware General Corporation Law, Title 8 of the Delaware Code
[Document attached hereto]
EXHIBIT B.
Bylaws of Whitmore Propulsion Systems, Inc.
True, correct, and complete copy of the Bylaws of Whitmore Propulsion Systems, Inc., as currently in effect on January 30, 2026, and as certified by the Secretary of WPS.
[Document attached hereto]
EXHIBIT C.
Resolutions of the Board of Directors of Whitmore Propulsion Systems, Inc.
True, correct, and complete copy of the resolutions adopted by the Board of Directors of Whitmore Propulsion Systems, Inc. by unanimous written consent effective as of January 22, 2026.
The Resolutions authorize, among other things:
(i) the execution, delivery, and performance of the Guarantee Agreement;
(ii) the execution, delivery, and performance of the Pledge and Security Agreement (as a Grantor);
(iii) the execution, delivery, and performance of the Mortgage, Assignment of Leases and Rents, and Security Agreement encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (the Huntsville Manufacturing Facility);
(iv) the execution, delivery, and performance of all other Loan Documents to which WPS is or will be a party; and
(v) the authorization of Derek Whitmore (President), Sandra Petrova (Treasurer), and Gregory Alston (Secretary), each acting alone, to execute, deliver, and perform all obligations under such documents and to take all actions necessary, proper, or advisable in connection therewith.
The Resolutions reference the Credit Agreement dated as of January 30, 2026, the $450,000,000 senior secured revolving credit facility, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
[Document attached hereto]
EXHIBIT D.
Certificate of Good Standing — Whitmore Propulsion Systems, Inc.
Certificate of Good Standing for Whitmore Propulsion Systems, Inc. issued by the Secretary of State of the State of Delaware.
Date of Issuance: January 14, 2026 (within thirty (30) days prior to the Signing Date of January 30, 2026)
Delaware Secretary of State Filing No. 6104873
[Document attached hereto]
| Name | Title | Specimen Signature |
| Derek Whitmore | President | ________ |
| Sandra Petrova | Treasurer | ________ |
| Gregory Alston | Secretary | ________ |