1019-00002 · Client 1019 · Engagement

engagement-letter.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Counselors at Law

780 Third Avenue New York, NY 10017

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

October 20, 2025

Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170

Re: Engagement of Calderwood & Harkness LLP by Whitmore Aerospace LLC — $450,000,000 Senior Secured Syndicated Revolving Credit Facility Matter No. 1019-00002

Dear Mr. Alston:

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Whitmore Aerospace LLC, a Delaware limited liability company ("WAL," "Whitmore," or the "Company"), to serve as borrower's counsel in connection with a proposed $450,000,000 senior secured syndicated revolving credit facility (the "Facility" or the "Transaction"). This letter (the "Engagement Letter") sets forth the terms and conditions upon which the Firm will provide legal services to WAL in this matter. We appreciate the confidence that WAL and its management team have placed in the Firm by selecting us for this important engagement, and we are committed to providing the highest quality of legal representation throughout the course of the Transaction.

The engagement is effective as of the date first written above. This Engagement Letter supersedes all prior oral and written discussions between the Firm and WAL regarding the scope and terms of the Firm's representation in connection with the Transaction, and constitutes the entire agreement between the parties with respect thereto. No modification of the terms set forth herein shall be effective unless made in writing and signed by both parties.

2. Scope of Representation

The Firm will represent WAL as borrower in all aspects of the negotiation, documentation, and closing of the Facility, including but not limited to the following:

(a) Credit Agreement and Ancillary Loan Documents. Drafting, reviewing, and negotiating the Credit Agreement and all ancillary loan documents, including the Guarantee Agreement, Pledge and Security Agreement, Equity Pledge Agreement, mortgages and/or deeds of trust, promissory notes, and all related certificates, opinions, and closing deliverables. This will encompass preparation of initial drafts where appropriate, detailed review and mark-up of drafts circulated by counsel to the Administrative Agent, and negotiation of all substantive and procedural provisions contained therein.

(b) Structural Advisory. Advising on the structure of the Facility, including the revolving credit commitment, swingline sub-facility, letter of credit sub-facility, and incremental accordion feature. The Firm will counsel WAL on the economic and legal implications of the various structural components of the Facility and will work to ensure that the documentation accurately reflects WAL's business needs and operational requirements.

(c) Coordination with Administrative Agent's Counsel. Coordinating with counsel to the Administrative Agent, Caldwell Pryor & Shea LLP, on the resolution of open issues in the credit documentation. This coordination will include regular communication regarding document drafts, participation in negotiation sessions (whether in person, by telephone, or by video conference), and management of open issue lists and closing checklists.

(d) Security Interest Creation and Perfection. Advising on security interest creation and perfection across multiple jurisdictions, including Uniform Commercial Code ("UCC") filings in the States of Delaware and Virginia, mortgage recordings in the Commonwealth of Virginia (Fairfax County), the State of Alabama (Madison County), and the State of Kansas (Sedgwick County), and coordination of deposit account control agreements with the applicable depository banks. The Firm will conduct lien searches and review the results to confirm the priority of the security interests granted in favor of the Administrative Agent for the benefit of the Lenders.

(e) Local Counsel Engagement and Coordination. Engaging and coordinating with local counsel in Alabama and Kansas for supplemental legal opinions on mortgage enforceability and UCC perfection matters in those jurisdictions. The Firm anticipates retaining Overstreet & Hawkins LLP (Birmingham, Alabama) and Bartley Predding LLP (Wichita, Kansas) for this purpose, and will manage the work product and deliverables of such local counsel on behalf of WAL.

(f) Legal Opinions. Preparing borrower's counsel legal opinions, including opinions as to authorization, enforceability, and no conflicts, as well as supplemental Virginia law opinions addressing the enforceability of Virginia-law governed documents and the perfection of security interests under Virginia law. The Firm will work with WAL to compile and review the factual bases and assumptions upon which such opinions will be rendered.

(g) Refinancing and Payoff of Existing Facility. Advising on the refinancing and payoff of the existing $210,000,000 senior secured term loan with Prescott National Bank, N.A. dated March 15, 2021 (the "Existing Facility"), including the preparation and/or review of lien releases, UCC-3 termination statements, mortgage discharges, and related documentation necessary to effect the full release of all liens and security interests securing the Existing Facility upon closing of the Transaction and the application of proceeds to repay the outstanding indebtedness thereunder.

(h) Corporate Authorizations and Closing Certificates. Preparing officer's and/or secretary's certificates, solvency certificates, compliance certificates, and organizational resolutions for WAL and each subsidiary guarantor, including Whitmore Propulsion Systems, Inc., a Delaware corporation, Whitmore Avionics Holdings LLC, a Delaware limited liability company, Whitmore Defense Solutions, Inc., a Virginia corporation, and Whitmore Precision Machining LLC, an Alabama limited liability company. The Firm will review and confirm the organizational structure and authority chain for each entity to ensure that all conditions precedent relating to corporate authorization are satisfied.

(i) Conditions Precedent and Post-Closing Obligations. Advising on conditions precedent to initial funding and post-closing obligations, including the identification and tracking of all conditions that must be satisfied or waived prior to the initial draw under the Facility, and the preparation of a schedule of post-closing deliverables and associated deadlines.

(j) Closing Logistics. Preparing the closing funds flow memorandum and coordinating the closing process, including the organization and management of a virtual or physical closing, the assembly of signature pages, and the sequencing of fund transfers, payoffs, and filings.

(k) Additional Services. Such other legal services as may be reasonably requested by WAL in connection with the Transaction and as are consistent with the Firm's role as borrower's counsel.

Notwithstanding the foregoing, the scope of this engagement does not include the following: (i) tax advice, including advice relating to the tax characterization of any aspect of the Transaction or the deductibility of interest payments (WAL will rely on its own internal or external tax advisors with respect to such matters); (ii) accounting or auditing matters (WAL will rely on Grayson Tidwell & Associates LLP as its independent auditor); (iii) insurance placement or brokerage, including advice on the adequacy of insurance coverage required under the credit documentation (WAL will rely on Falconer Risk Advisors, Inc. for such purposes); (iv) environmental assessments or remediation advice; or (v) title searches, title insurance, or survey services, which we understand will be coordinated by Keystone National Title Services, LLC on behalf of the Administrative Agent.

This representation is limited to the Transaction described herein and does not extend to any other matters or to the general representation of WAL, its subsidiaries, its affiliates, or any of their respective officers, directors, members, managers, or equity holders, unless separately agreed in a written engagement letter or amendment hereto executed by both the Firm and WAL.

3. Engagement Team

The following attorneys will comprise the primary engagement team for this matter:

Responsible Partner: Philip Hartmann Mr. Hartmann is a Partner in the Firm's Banking & Finance Practice, resident in the New York office. He will have overall responsibility for the engagement and will serve as WAL's primary senior contact. Mr. Hartmann has extensive experience representing borrowers, lenders, and agents in syndicated lending transactions across a range of industries, including the aerospace and defense sector. He can be reached at (212) 554-7112 or phartmann@calderwoodharkness.com.

Billing Partner: Claudia Merritt Ms. Merritt is a Partner in the Firm's Banking & Finance Practice, resident in the New York office. She will be responsible for all billing, invoicing, and fee-related matters pertaining to this engagement. Ms. Merritt is available to address any questions or concerns regarding the Firm's invoices, fee arrangements, or budgetary matters. She can be reached at (212) 554-7245 or cmerritt@calderwoodharkness.com.

Lead Associate: Lisa Morrow Ms. Morrow is an Associate in the Firm's Banking & Finance Practice, resident in the New York office. She will be responsible for the day-to-day management of the Transaction and will serve as WAL's primary working-level contact. Ms. Morrow will coordinate the drafting and negotiation of documentation, manage the closing process, and serve as the principal liaison with counsel to the Administrative Agent and local counsel. She can be reached at (212) 554-7318 or lmorrow@calderwoodharkness.com.

Working Associate: Marcus Leung Mr. Leung is an Associate in the Firm's Banking & Finance Practice. He will support the engagement team with respect to drafting, due diligence, security interest perfection, lien searches, and closing logistics. He can be reached at (212) 554-7421 or mleung@calderwoodharkness.com.

Additional attorneys, paralegals, and other legal professionals may be assigned to the engagement team from time to time as the needs of the Transaction require. WAL will be notified of any material changes to the composition of the engagement team. The Firm's Washington, D.C. office, located at 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036, may also provide support in connection with this engagement, particularly with respect to Virginia law matters, real property considerations in the Commonwealth of Virginia, and any regulatory matters that may arise.

4. Client Responsibilities and Contacts

WAL's primary legal contact for the Transaction will be Gregory Alston, General Counsel & Secretary. All material legal communications, document drafts, and strategic decisions regarding the Transaction should be channeled through Mr. Alston, unless he designates an alternative contact in writing.

WAL's primary financial contact for the Transaction will be Sandra Petrova, Chief Financial Officer. The Firm will coordinate with Ms. Petrova as needed with respect to financial statements, projections, solvency analyses, funds flow matters, and other financial aspects of the Transaction.

WAL shall provide the Firm with timely access to all information, documents, organizational records (including formation documents, operating agreements, bylaws, certificates of incorporation, and good standing certificates), financial statements, and personnel reasonably necessary for the Firm to perform its services under this Engagement Letter. The Firm's ability to render effective legal advice and to meet the anticipated closing timeline for the Transaction is dependent upon WAL's cooperation in providing accurate and complete information on a timely basis. WAL shall promptly advise the Firm of any material developments affecting the Transaction, including any changes in the financial condition of WAL or its subsidiaries, any pending or threatened litigation, any regulatory inquiries, or any developments that could affect the Firm's ability to render the legal opinions contemplated under Section 2(f) above.

WAL hereby authorizes the Firm to communicate with Derek Whitmore, Chief Executive Officer and Co-Founder of WAL, and with representatives of Ridgeway Capital Partners LLC, the Company's majority equity owner, including Jonathan Kessler, Managing Partner, and Amanda Cho, Vice President, Finance, as reasonably necessary in connection with the Transaction. All such communications shall be undertaken subject to WAL's direction and at WAL's request, and shall be for the benefit of WAL in its capacity as the Firm's client. WAL acknowledges that the Firm's client in this engagement is WAL and not any individual officer, director, member, or equity holder of WAL, nor Ridgeway Capital Partners LLC or any of its affiliates.

5. Fee Arrangement

Basis of Fees. The Firm will charge for its services on an hourly basis at the Firm's standard rates then in effect for the attorneys and other professionals working on the matter. Hourly charges are recorded in increments of one-tenth (1/10) of an hour. The total fees for the engagement will depend upon a number of factors, including the complexity of the issues that arise during the negotiation and documentation process, the responsiveness of the other parties and their counsel, the number and nature of the conditions precedent and post-closing obligations, and the overall timeline for closing.

Current Hourly Rates (2025). The following rate ranges are currently in effect for the professionals who may work on this matter:

The specific rate for each professional will be based on his or her level of experience and expertise. The Firm's billing rates are subject to periodic adjustment, which typically occurs on an annual basis, generally effective January 1 of each year. WAL will be notified of any changes to the Firm's standard billing rates applicable to this engagement.

Disbursements and Expenses. In addition to professional fees, WAL will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following: travel expenses (including airfare, lodging, and ground transportation); document reproduction and printing charges; filing fees, including UCC filing fees, mortgage recording fees and taxes, and good standing certificate fees; overnight courier and delivery charges; computerized legal research charges (including charges for Westmark Data Systems, Sundial Solutions, and other research databases); long-distance communication charges; and conference room and facilities charges incurred in connection with the closing. The Firm will exercise reasonable judgment in incurring expenses and will seek WAL's prior approval for any single extraordinary expense item expected to exceed $5,000.

Local Counsel Fees. The fees and expenses of local counsel retained by C&H in Alabama (Overstreet & Hawkins LLP, Birmingham, Alabama) and Kansas (Bartley Predding LLP, Wichita, Kansas) will be invoiced separately by such firms directly to WAL or, if invoiced through C&H, will be clearly identified as pass-through charges on C&H's invoices. The Firm will work with WAL to manage the scope of local counsel's work and to ensure that local counsel fees are reasonable and consistent with the requirements of the Transaction.

Fee Estimate. While the Firm cannot guarantee a specific total fee for this engagement, given the inherent uncertainties associated with the negotiation and documentation of a transaction of this nature, based on our current understanding of the scope and complexity of the Transaction, we currently estimate that C&H's professional fees for this engagement will be in the range of $600,000 to $850,000, exclusive of disbursements, out-of-pocket expenses, and local counsel fees. This estimate is provided solely for budgeting purposes and is based on certain assumptions regarding the nature and scope of the work to be performed, the timeline for closing, and the level of complexity of the issues to be addressed. It is not a cap, a fixed fee, or a guarantee of total fees. Actual fees may be higher or lower than the estimated range depending upon the factors described above and other circumstances that may arise during the course of the engagement. The Firm will endeavor to keep WAL informed of the status of fees incurred relative to this estimate on a regular basis.

No Contingency. The Firm's fees for this engagement are not contingent upon the outcome or closing of the Transaction. Fees and expenses incurred will be payable by WAL regardless of whether the Facility closes or funds.

6. Billing and Payment Terms

Invoices will be rendered on a monthly basis and will reflect time charges, disbursements, and out-of-pocket expenses incurred during the preceding calendar month. Each invoice will include a summary of professional time by attorney, a description of the services rendered, and an itemization of disbursements and expenses.

Invoices will be directed to:

Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170

WAL may designate an alternative address or email address for the delivery of invoices by providing written notice to the billing partner, Claudia Merritt.

Payment of each invoice is due within thirty (30) days of the date of such invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions set forth on each invoice.

The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less, from the date payment is due until the date payment is received. The Firm's right to charge interest on overdue invoices shall not be deemed a waiver of the Firm's right to require timely payment or to exercise any other remedies available to it under applicable law or professional rules, including the right to withdraw from the representation upon reasonable notice if invoices remain unpaid for an extended period.

Billing partner Claudia Merritt is available to discuss any questions, concerns, or disputes regarding invoices or fee arrangements at any time. The Firm is committed to transparency in its billing practices and welcomes the opportunity to address any billing inquiries promptly.

7. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. The results of this conflicts check are summarized below.

The Firm currently represents, and may in the future represent, other clients in matters unrelated to this Transaction that may involve one or more of the other parties to the Facility, including Prescott National Bank, N.A. (in its capacity as Administrative Agent and as a lender under the Facility), Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, Commonwealth Capital Markets, Inc., or their respective affiliates. The Firm's representation of such other clients is, and would be, in matters that are not substantially related to the Transaction and that are not adverse to the interests of WAL.

To the best of our knowledge, based on the information currently available to us and the results of our conflicts check, no current representation creates a conflict of interest that is material to this engagement. However, by executing this Engagement Letter, WAL acknowledges and consents to the Firm's representation of other clients in matters unrelated to the Transaction, provided that such representation does not involve a matter that is substantially related to the Transaction and that is directly adverse to WAL. This consent does not extend to any future representation of another client in a matter that is substantially related to the Transaction and directly adverse to WAL; any such representation would require WAL's prior informed written consent.

Should any actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify WAL and discuss appropriate steps to address the conflict, which may include obtaining WAL's informed written consent to the continuation of the representation, implementing an ethical screen or other protective measures within the Firm, or, if necessary, withdrawal from the engagement in accordance with Section 11 below and the applicable Rules of Professional Conduct.

For the avoidance of doubt, the Firm does not represent Ridgeway Capital Partners LLC, Ridgeway Capital Partners Fund IV, LP, or any of their respective affiliates, portfolio companies (other than WAL), general partners, limited partners, or management company personnel in connection with this Transaction. Any communications between the Firm and representatives of Ridgeway Capital Partners LLC or its affiliates in connection with the Transaction are undertaken solely at WAL's direction and for the benefit of WAL, and no attorney-client relationship between the Firm and Ridgeway Capital Partners LLC or any of its affiliates shall be deemed to arise by reason of such communications.

8. Confidentiality

The Firm will maintain the confidentiality of all information provided by WAL or its representatives in connection with this engagement, in accordance with the Firm's professional obligations and the applicable Rules of Professional Conduct. The Firm will not disclose WAL's confidential information to any third party except as permitted or required by applicable law, professional rules, or court order, or as reasonably necessary in connection with the performance of the Firm's services under this Engagement Letter.

WAL acknowledges that, in connection with the Transaction, it may be necessary for the Firm to disclose certain information to third parties to the extent required in connection with the delivery of legal opinions, certificates, or other closing deliverables addressed to the Administrative Agent, the Lenders, and their respective counsel, as contemplated by the credit documentation. Such disclosures are a customary and necessary component of the closing process for a transaction of this nature. WAL's consent to such disclosures as are reasonably necessary in connection with the Transaction is deemed granted by its execution of this Engagement Letter, and no separate consent or authorization shall be required for such purpose.

The Firm's confidentiality obligations under this Section 8 shall survive the termination or conclusion of this engagement, regardless of the reason for such termination or conclusion, and shall continue in full force and effect thereafter.

9. Document Retention

The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as may be amended from time to time. Such files may be maintained in hard copy, electronic format, or both, at the Firm's discretion.

Upon the conclusion of the engagement, whether by completion of the Transaction, termination, or otherwise, original documents belonging to WAL will be returned upon request. The Firm may retain copies of such documents, as well as the Firm's own work product, attorney notes, and internal memoranda, for its files. WAL should notify the Firm promptly following the conclusion of the engagement if it desires the return of any original documents.

The Firm's standard retention period for closed matter files is ten (10) years following the conclusion of the engagement. Upon the expiration of such retention period, the Firm may destroy or dispose of the files relating to this engagement without further notice to WAL. If WAL wishes to request that the Firm retain its files for a longer period, or if WAL wishes to retrieve any files from the Firm's archives prior to destruction, WAL should contact the billing partner, Claudia Merritt, in writing.

10. Limitation of Engagement; No Guarantee of Outcome

This engagement is limited to the specific matter described in Section 2 above. The Firm does not undertake any obligation to represent WAL in any other matter, whether or not related to the Transaction, unless the Firm and WAL enter into a separate written engagement letter or amendment to this Engagement Letter with respect to such other matter.

The Firm makes no guarantee, warranty, or prediction regarding the outcome of any aspect of the Transaction, including whether the Facility will close or fund, whether the terms of the credit documentation will be acceptable to WAL or the other parties, or whether any particular legal or business objective will be achieved. The practice of law involves inherent uncertainties, and results in any engagement depend upon range factors, many of which are beyond the Firm's control.

Legal advice provided by the Firm in connection with this engagement is based upon the law as in effect at the time such advice is rendered and the facts as provided to the Firm by WAL and its representatives. The Firm assumes no obligation to update or supplement any advice previously provided based on subsequent changes in applicable law, regulations, or interpretive guidance, or based on changes in the factual circumstances underlying such advice, unless the Firm is specifically engaged to do so. WAL should consult with the Firm if it has any questions regarding the continuing validity or applicability of any legal advice previously provided.

11. Termination

Either WAL or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Firm will take such steps as are reasonably practicable to protect WAL's interests and, if requested by WAL, will cooperate with successor counsel in the orderly transition of the matter, including the transfer of files and work product.

Upon termination, WAL will remain responsible for the payment of all professional fees, disbursements, and expenses incurred by the Firm through the effective date of termination, including any fees or expenses incurred in connection with the transition of the matter to successor counsel. The Firm will render a final invoice following the effective date of termination, which shall be due and payable in accordance with the terms set forth in Section 6 above.

The Firm's obligations under Section 8 (Confidentiality) and Section 9 (Document Retention) will survive the termination of this engagement and will continue in full force and effect in accordance with their respective terms.

12. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of WAL in connection with the Transaction shall be resolved in accordance with the applicable Rules of Professional Conduct and, to the extent necessary, by the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York.

13. Acceptance and Countersignature

We respectfully request that WAL indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A scanned copy transmitted by email to phartmann@calderwoodharkness.com shall be deemed an original for all purposes, provided that the original signed copy is forwarded to the Firm by mail or courier promptly thereafter.

We look forward to working with you and the entire Whitmore team on this Transaction. Please do not hesitate to contact me or any member of the engagement team if you have any questions regarding this Engagement Letter or the engagement generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Philip Hartmann, Partner Banking & Finance Practice 780 Third Avenue, New York, NY 10017 Telephone: (212) 554-7112

Email: phartmann@calderwoodharkness.com

ACCEPTANCE AND AGREEMENT

The undersigned, on behalf of Whitmore Aerospace LLC, hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter dated October 20, 2025.

ACCEPTED AND AGREED:

WHITMORE AEROSPACE LLC

By: ________

Name: Gregory Alston

Title: General Counsel & Secretary

Date: ________

Enclosures: Form W-9 (Calderwood & Harkness LLP)

cc:

Derek Whitmore, Chief Executive Officer, Whitmore Aerospace LLC Sandra Petrova, Chief Financial Officer, Whitmore Aerospace LLC Claudia Merritt, Partner, Calderwood & Harkness LLP Lisa Morrow, Associate, Calderwood & Harkness LLP

Professional Category	Hourly Rate Range
Partners	$1,250 – $1,650 per hour
Associates	$650 – $1,050 per hour
Legal Assistants / Paralegals	$350 – $475 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law
780 Third Avenue New York, NY 10017
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
October 20, 2025
Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170
Re: Engagement of Calderwood & Harkness LLP by Whitmore Aerospace LLC — $450,000,000 Senior Secured Syndicated Revolving Credit Facility Matter No. 1019-00002
Dear Mr. Alston:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Whitmore Aerospace LLC, a Delaware limited liability company ("WAL," "Whitmore," or the "Company"), to serve as borrower's counsel in connection with a proposed $450,000,000 senior secured syndicated revolving credit facility (the "Facility" or the "Transaction"). This letter (the "Engagement Letter") sets forth the terms and conditions upon which the Firm will provide legal services to WAL in this matter. We appreciate the confidence that WAL and its management team have placed in the Firm by selecting us for this important engagement, and we are committed to providing the highest quality of legal representation throughout the course of the Transaction.
The engagement is effective as of the date first written above. This Engagement Letter supersedes all prior oral and written discussions between the Firm and WAL regarding the scope and terms of the Firm's representation in connection with the Transaction, and constitutes the entire agreement between the parties with respect thereto. No modification of the terms set forth herein shall be effective unless made in writing and signed by both parties.
2. Scope of Representation
The Firm will represent WAL as borrower in all aspects of the negotiation, documentation, and closing of the Facility, including but not limited to the following:
(a) Credit Agreement and Ancillary Loan Documents. Drafting, reviewing, and negotiating the Credit Agreement and all ancillary loan documents, including the Guarantee Agreement, Pledge and Security Agreement, Equity Pledge Agreement, mortgages and/or deeds of trust, promissory notes, and all related certificates, opinions, and closing deliverables. This will encompass preparation of initial drafts where appropriate, detailed review and mark-up of drafts circulated by counsel to the Administrative Agent, and negotiation of all substantive and procedural provisions contained therein.
(b) Structural Advisory. Advising on the structure of the Facility, including the revolving credit commitment, swingline sub-facility, letter of credit sub-facility, and incremental accordion feature. The Firm will counsel WAL on the economic and legal implications of the various structural components of the Facility and will work to ensure that the documentation accurately reflects WAL's business needs and operational requirements.
(c) Coordination with Administrative Agent's Counsel. Coordinating with counsel to the Administrative Agent, Caldwell Pryor & Shea LLP, on the resolution of open issues in the credit documentation. This coordination will include regular communication regarding document drafts, participation in negotiation sessions (whether in person, by telephone, or by video conference), and management of open issue lists and closing checklists.
(d) Security Interest Creation and Perfection. Advising on security interest creation and perfection across multiple jurisdictions, including Uniform Commercial Code ("UCC") filings in the States of Delaware and Virginia, mortgage recordings in the Commonwealth of Virginia (Fairfax County), the State of Alabama (Madison County), and the State of Kansas (Sedgwick County), and coordination of deposit account control agreements with the applicable depository banks. The Firm will conduct lien searches and review the results to confirm the priority of the security interests granted in favor of the Administrative Agent for the benefit of the Lenders.
(e) Local Counsel Engagement and Coordination. Engaging and coordinating with local counsel in Alabama and Kansas for supplemental legal opinions on mortgage enforceability and UCC perfection matters in those jurisdictions. The Firm anticipates retaining Overstreet & Hawkins LLP (Birmingham, Alabama) and Bartley Predding LLP (Wichita, Kansas) for this purpose, and will manage the work product and deliverables of such local counsel on behalf of WAL.
(f) Legal Opinions. Preparing borrower's counsel legal opinions, including opinions as to authorization, enforceability, and no conflicts, as well as supplemental Virginia law opinions addressing the enforceability of Virginia-law governed documents and the perfection of security interests under Virginia law. The Firm will work with WAL to compile and review the factual bases and assumptions upon which such opinions will be rendered.
(g) Refinancing and Payoff of Existing Facility. Advising on the refinancing and payoff of the existing $210,000,000 senior secured term loan with Prescott National Bank, N.A. dated March 15, 2021 (the "Existing Facility"), including the preparation and/or review of lien releases, UCC-3 termination statements, mortgage discharges, and related documentation necessary to effect the full release of all liens and security interests securing the Existing Facility upon closing of the Transaction and the application of proceeds to repay the outstanding indebtedness thereunder.
(h) Corporate Authorizations and Closing Certificates. Preparing officer's and/or secretary's certificates, solvency certificates, compliance certificates, and organizational resolutions for WAL and each subsidiary guarantor, including Whitmore Propulsion Systems, Inc., a Delaware corporation, Whitmore Avionics Holdings LLC, a Delaware limited liability company, Whitmore Defense Solutions, Inc., a Virginia corporation, and Whitmore Precision Machining LLC, an Alabama limited liability company. The Firm will review and confirm the organizational structure and authority chain for each entity to ensure that all conditions precedent relating to corporate authorization are satisfied.
(i) Conditions Precedent and Post-Closing Obligations. Advising on conditions precedent to initial funding and post-closing obligations, including the identification and tracking of all conditions that must be satisfied or waived prior to the initial draw under the Facility, and the preparation of a schedule of post-closing deliverables and associated deadlines.
(j) Closing Logistics. Preparing the closing funds flow memorandum and coordinating the closing process, including the organization and management of a virtual or physical closing, the assembly of signature pages, and the sequencing of fund transfers, payoffs, and filings.
(k) Additional Services. Such other legal services as may be reasonably requested by WAL in connection with the Transaction and as are consistent with the Firm's role as borrower's counsel.
Notwithstanding the foregoing, the scope of this engagement does not include the following: (i) tax advice, including advice relating to the tax characterization of any aspect of the Transaction or the deductibility of interest payments (WAL will rely on its own internal or external tax advisors with respect to such matters); (ii) accounting or auditing matters (WAL will rely on Grayson Tidwell & Associates LLP as its independent auditor); (iii) insurance placement or brokerage, including advice on the adequacy of insurance coverage required under the credit documentation (WAL will rely on Falconer Risk Advisors, Inc. for such purposes); (iv) environmental assessments or remediation advice; or (v) title searches, title insurance, or survey services, which we understand will be coordinated by Keystone National Title Services, LLC on behalf of the Administrative Agent.
This representation is limited to the Transaction described herein and does not extend to any other matters or to the general representation of WAL, its subsidiaries, its affiliates, or any of their respective officers, directors, members, managers, or equity holders, unless separately agreed in a written engagement letter or amendment hereto executed by both the Firm and WAL.
3. Engagement Team
The following attorneys will comprise the primary engagement team for this matter:
Responsible Partner: Philip Hartmann Mr. Hartmann is a Partner in the Firm's Banking & Finance Practice, resident in the New York office. He will have overall responsibility for the engagement and will serve as WAL's primary senior contact. Mr. Hartmann has extensive experience representing borrowers, lenders, and agents in syndicated lending transactions across a range of industries, including the aerospace and defense sector. He can be reached at (212) 554-7112 or phartmann@calderwoodharkness.com.
Billing Partner: Claudia Merritt Ms. Merritt is a Partner in the Firm's Banking & Finance Practice, resident in the New York office. She will be responsible for all billing, invoicing, and fee-related matters pertaining to this engagement. Ms. Merritt is available to address any questions or concerns regarding the Firm's invoices, fee arrangements, or budgetary matters. She can be reached at (212) 554-7245 or cmerritt@calderwoodharkness.com.
Lead Associate: Lisa Morrow Ms. Morrow is an Associate in the Firm's Banking & Finance Practice, resident in the New York office. She will be responsible for the day-to-day management of the Transaction and will serve as WAL's primary working-level contact. Ms. Morrow will coordinate the drafting and negotiation of documentation, manage the closing process, and serve as the principal liaison with counsel to the Administrative Agent and local counsel. She can be reached at (212) 554-7318 or lmorrow@calderwoodharkness.com.
Working Associate: Marcus Leung Mr. Leung is an Associate in the Firm's Banking & Finance Practice. He will support the engagement team with respect to drafting, due diligence, security interest perfection, lien searches, and closing logistics. He can be reached at (212) 554-7421 or mleung@calderwoodharkness.com.
Additional attorneys, paralegals, and other legal professionals may be assigned to the engagement team from time to time as the needs of the Transaction require. WAL will be notified of any material changes to the composition of the engagement team. The Firm's Washington, D.C. office, located at 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036, may also provide support in connection with this engagement, particularly with respect to Virginia law matters, real property considerations in the Commonwealth of Virginia, and any regulatory matters that may arise.
4. Client Responsibilities and Contacts
WAL's primary legal contact for the Transaction will be Gregory Alston, General Counsel & Secretary. All material legal communications, document drafts, and strategic decisions regarding the Transaction should be channeled through Mr. Alston, unless he designates an alternative contact in writing.
WAL's primary financial contact for the Transaction will be Sandra Petrova, Chief Financial Officer. The Firm will coordinate with Ms. Petrova as needed with respect to financial statements, projections, solvency analyses, funds flow matters, and other financial aspects of the Transaction.
WAL shall provide the Firm with timely access to all information, documents, organizational records (including formation documents, operating agreements, bylaws, certificates of incorporation, and good standing certificates), financial statements, and personnel reasonably necessary for the Firm to perform its services under this Engagement Letter. The Firm's ability to render effective legal advice and to meet the anticipated closing timeline for the Transaction is dependent upon WAL's cooperation in providing accurate and complete information on a timely basis. WAL shall promptly advise the Firm of any material developments affecting the Transaction, including any changes in the financial condition of WAL or its subsidiaries, any pending or threatened litigation, any regulatory inquiries, or any developments that could affect the Firm's ability to render the legal opinions contemplated under Section 2(f) above.
WAL hereby authorizes the Firm to communicate with Derek Whitmore, Chief Executive Officer and Co-Founder of WAL, and with representatives of Ridgeway Capital Partners LLC, the Company's majority equity owner, including Jonathan Kessler, Managing Partner, and Amanda Cho, Vice President, Finance, as reasonably necessary in connection with the Transaction. All such communications shall be undertaken subject to WAL's direction and at WAL's request, and shall be for the benefit of WAL in its capacity as the Firm's client. WAL acknowledges that the Firm's client in this engagement is WAL and not any individual officer, director, member, or equity holder of WAL, nor Ridgeway Capital Partners LLC or any of its affiliates.
5. Fee Arrangement
Basis of Fees. The Firm will charge for its services on an hourly basis at the Firm's standard rates then in effect for the attorneys and other professionals working on the matter. Hourly charges are recorded in increments of one-tenth (1/10) of an hour. The total fees for the engagement will depend upon a number of factors, including the complexity of the issues that arise during the negotiation and documentation process, the responsiveness of the other parties and their counsel, the number and nature of the conditions precedent and post-closing obligations, and the overall timeline for closing.
Current Hourly Rates (2025). The following rate ranges are currently in effect for the professionals who may work on this matter:
The specific rate for each professional will be based on his or her level of experience and expertise. The Firm's billing rates are subject to periodic adjustment, which typically occurs on an annual basis, generally effective January 1 of each year. WAL will be notified of any changes to the Firm's standard billing rates applicable to this engagement.
Disbursements and Expenses. In addition to professional fees, WAL will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to, the following: travel expenses (including airfare, lodging, and ground transportation); document reproduction and printing charges; filing fees, including UCC filing fees, mortgage recording fees and taxes, and good standing certificate fees; overnight courier and delivery charges; computerized legal research charges (including charges for Westmark Data Systems, Sundial Solutions, and other research databases); long-distance communication charges; and conference room and facilities charges incurred in connection with the closing. The Firm will exercise reasonable judgment in incurring expenses and will seek WAL's prior approval for any single extraordinary expense item expected to exceed $5,000.
Local Counsel Fees. The fees and expenses of local counsel retained by C&H in Alabama (Overstreet & Hawkins LLP, Birmingham, Alabama) and Kansas (Bartley Predding LLP, Wichita, Kansas) will be invoiced separately by such firms directly to WAL or, if invoiced through C&H, will be clearly identified as pass-through charges on C&H's invoices. The Firm will work with WAL to manage the scope of local counsel's work and to ensure that local counsel fees are reasonable and consistent with the requirements of the Transaction.
Fee Estimate. While the Firm cannot guarantee a specific total fee for this engagement, given the inherent uncertainties associated with the negotiation and documentation of a transaction of this nature, based on our current understanding of the scope and complexity of the Transaction, we currently estimate that C&H's professional fees for this engagement will be in the range of $600,000 to $850,000, exclusive of disbursements, out-of-pocket expenses, and local counsel fees. This estimate is provided solely for budgeting purposes and is based on certain assumptions regarding the nature and scope of the work to be performed, the timeline for closing, and the level of complexity of the issues to be addressed. It is not a cap, a fixed fee, or a guarantee of total fees. Actual fees may be higher or lower than the estimated range depending upon the factors described above and other circumstances that may arise during the course of the engagement. The Firm will endeavor to keep WAL informed of the status of fees incurred relative to this estimate on a regular basis.
No Contingency. The Firm's fees for this engagement are not contingent upon the outcome or closing of the Transaction. Fees and expenses incurred will be payable by WAL regardless of whether the Facility closes or funds.
6. Billing and Payment Terms
Invoices will be rendered on a monthly basis and will reflect time charges, disbursements, and out-of-pocket expenses incurred during the preceding calendar month. Each invoice will include a summary of professional time by attorney, a description of the services rendered, and an itemization of disbursements and expenses.
Invoices will be directed to:
Gregory Alston, Esq. General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170
WAL may designate an alternative address or email address for the delivery of invoices by providing written notice to the billing partner, Claudia Merritt.
Payment of each invoice is due within thirty (30) days of the date of such invoice. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed in accordance with the payment instructions set forth on each invoice.
The Firm reserves the right to charge interest on past-due amounts at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less, from the date payment is due until the date payment is received. The Firm's right to charge interest on overdue invoices shall not be deemed a waiver of the Firm's right to require timely payment or to exercise any other remedies available to it under applicable law or professional rules, including the right to withdraw from the representation upon reasonable notice if invoices remain unpaid for an extended period.
Billing partner Claudia Merritt is available to discuss any questions, concerns, or disputes regarding invoices or fee arrangements at any time. The Firm is committed to transparency in its billing practices and welcomes the opportunity to address any billing inquiries promptly.
7. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. The results of this conflicts check are summarized below.
The Firm currently represents, and may in the future represent, other clients in matters unrelated to this Transaction that may involve one or more of the other parties to the Facility, including Prescott National Bank, N.A. (in its capacity as Administrative Agent and as a lender under the Facility), Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, Commonwealth Capital Markets, Inc., or their respective affiliates. The Firm's representation of such other clients is, and would be, in matters that are not substantially related to the Transaction and that are not adverse to the interests of WAL.
To the best of our knowledge, based on the information currently available to us and the results of our conflicts check, no current representation creates a conflict of interest that is material to this engagement. However, by executing this Engagement Letter, WAL acknowledges and consents to the Firm's representation of other clients in matters unrelated to the Transaction, provided that such representation does not involve a matter that is substantially related to the Transaction and that is directly adverse to WAL. This consent does not extend to any future representation of another client in a matter that is substantially related to the Transaction and directly adverse to WAL; any such representation would require WAL's prior informed written consent.
Should any actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify WAL and discuss appropriate steps to address the conflict, which may include obtaining WAL's informed written consent to the continuation of the representation, implementing an ethical screen or other protective measures within the Firm, or, if necessary, withdrawal from the engagement in accordance with Section 11 below and the applicable Rules of Professional Conduct.
For the avoidance of doubt, the Firm does not represent Ridgeway Capital Partners LLC, Ridgeway Capital Partners Fund IV, LP, or any of their respective affiliates, portfolio companies (other than WAL), general partners, limited partners, or management company personnel in connection with this Transaction. Any communications between the Firm and representatives of Ridgeway Capital Partners LLC or its affiliates in connection with the Transaction are undertaken solely at WAL's direction and for the benefit of WAL, and no attorney-client relationship between the Firm and Ridgeway Capital Partners LLC or any of its affiliates shall be deemed to arise by reason of such communications.
8. Confidentiality
The Firm will maintain the confidentiality of all information provided by WAL or its representatives in connection with this engagement, in accordance with the Firm's professional obligations and the applicable Rules of Professional Conduct. The Firm will not disclose WAL's confidential information to any third party except as permitted or required by applicable law, professional rules, or court order, or as reasonably necessary in connection with the performance of the Firm's services under this Engagement Letter.
WAL acknowledges that, in connection with the Transaction, it may be necessary for the Firm to disclose certain information to third parties to the extent required in connection with the delivery of legal opinions, certificates, or other closing deliverables addressed to the Administrative Agent, the Lenders, and their respective counsel, as contemplated by the credit documentation. Such disclosures are a customary and necessary component of the closing process for a transaction of this nature. WAL's consent to such disclosures as are reasonably necessary in connection with the Transaction is deemed granted by its execution of this Engagement Letter, and no separate consent or authorization shall be required for such purpose.
The Firm's confidentiality obligations under this Section 8 shall survive the termination or conclusion of this engagement, regardless of the reason for such termination or conclusion, and shall continue in full force and effect thereafter.
9. Document Retention
The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as may be amended from time to time. Such files may be maintained in hard copy, electronic format, or both, at the Firm's discretion.
Upon the conclusion of the engagement, whether by completion of the Transaction, termination, or otherwise, original documents belonging to WAL will be returned upon request. The Firm may retain copies of such documents, as well as the Firm's own work product, attorney notes, and internal memoranda, for its files. WAL should notify the Firm promptly following the conclusion of the engagement if it desires the return of any original documents.
The Firm's standard retention period for closed matter files is ten (10) years following the conclusion of the engagement. Upon the expiration of such retention period, the Firm may destroy or dispose of the files relating to this engagement without further notice to WAL. If WAL wishes to request that the Firm retain its files for a longer period, or if WAL wishes to retrieve any files from the Firm's archives prior to destruction, WAL should contact the billing partner, Claudia Merritt, in writing.
10. Limitation of Engagement; No Guarantee of Outcome
This engagement is limited to the specific matter described in Section 2 above. The Firm does not undertake any obligation to represent WAL in any other matter, whether or not related to the Transaction, unless the Firm and WAL enter into a separate written engagement letter or amendment to this Engagement Letter with respect to such other matter.
The Firm makes no guarantee, warranty, or prediction regarding the outcome of any aspect of the Transaction, including whether the Facility will close or fund, whether the terms of the credit documentation will be acceptable to WAL or the other parties, or whether any particular legal or business objective will be achieved. The practice of law involves inherent uncertainties, and results in any engagement depend upon range factors, many of which are beyond the Firm's control.
Legal advice provided by the Firm in connection with this engagement is based upon the law as in effect at the time such advice is rendered and the facts as provided to the Firm by WAL and its representatives. The Firm assumes no obligation to update or supplement any advice previously provided based on subsequent changes in applicable law, regulations, or interpretive guidance, or based on changes in the factual circumstances underlying such advice, unless the Firm is specifically engaged to do so. WAL should consult with the Firm if it has any questions regarding the continuing validity or applicability of any legal advice previously provided.
11. Termination
Either WAL or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Firm will take such steps as are reasonably practicable to protect WAL's interests and, if requested by WAL, will cooperate with successor counsel in the orderly transition of the matter, including the transfer of files and work product.
Upon termination, WAL will remain responsible for the payment of all professional fees, disbursements, and expenses incurred by the Firm through the effective date of termination, including any fees or expenses incurred in connection with the transition of the matter to successor counsel. The Firm will render a final invoice following the effective date of termination, which shall be due and payable in accordance with the terms set forth in Section 6 above.
The Firm's obligations under Section 8 (Confidentiality) and Section 9 (Document Retention) will survive the termination of this engagement and will continue in full force and effect in accordance with their respective terms.
12. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of WAL in connection with the Transaction shall be resolved in accordance with the applicable Rules of Professional Conduct and, to the extent necessary, by the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York.
13. Acceptance and Countersignature
We respectfully request that WAL indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A scanned copy transmitted by email to phartmann@calderwoodharkness.com shall be deemed an original for all purposes, provided that the original signed copy is forwarded to the Firm by mail or courier promptly thereafter.
We look forward to working with you and the entire Whitmore team on this Transaction. Please do not hesitate to contact me or any member of the engagement team if you have any questions regarding this Engagement Letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Philip Hartmann, Partner Banking & Finance Practice 780 Third Avenue, New York, NY 10017 Telephone: (212) 554-7112
Email: phartmann@calderwoodharkness.com
ACCEPTANCE AND AGREEMENT
The undersigned, on behalf of Whitmore Aerospace LLC, hereby accepts and agrees to the terms and conditions set forth in this Engagement Letter dated October 20, 2025.
ACCEPTED AND AGREED:
WHITMORE AEROSPACE LLC
By: ________
Name: Gregory Alston
Title: General Counsel & Secretary
Date: ________
Enclosures: Form W-9 (Calderwood & Harkness LLP)
cc:
Derek Whitmore, Chief Executive Officer, Whitmore Aerospace LLC Sandra Petrova, Chief Financial Officer, Whitmore Aerospace LLC Claudia Merritt, Partner, Calderwood & Harkness LLP Lisa Morrow, Associate, Calderwood & Harkness LLP
Professional Category | Hourly Rate Range
Partners | $1,250 – $1,650 per hour
Associates | $650 – $1,050 per hour
Legal Assistants / Paralegals | $350 – $475 per hour

CALDERWOOD & HARKNESS LLP Counselors at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

ACCEPTED AND AGREED:

WHITMORE AEROSPACE LLC

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