PLEDGE AGREEMENT
Dated as of January 30, 2026
by
WHITMORE AEROSPACE LLC, a Delaware limited liability company, as Pledgor
in favor of
PRESCOTT NATIONAL BANK, N.A., a national banking association, as Collateral Agent for the benefit of the Secured Parties
Securing obligations under the Senior Secured Revolving Credit Agreement dated as of January 30, 2026
CUSIP: 96438LAA3
Calderwood & Harkness LLP Matter No. 1019-00002
TABLE OF CONTENTS
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PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "Agreement" or this "Pledge Agreement") is dated as of January 30, 2026, by WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Pledgor"), in favor of PRESCOTT NATIONAL BANK, N.A., a national banking association, acting in its capacity as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties (as defined herein).
RECITALS
WHEREAS, Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower" or the "Pledgor"), the Subsidiary Guarantors party thereto from time to time, the several financial institutions from time to time party thereto as Lenders (including Prescott National Bank, N.A., Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commonwealth Capital Markets, Inc.) (collectively, the "Lenders"), and Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender, have entered into that certain Senior Secured Revolving Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed to extend credit facilities to the Borrower in the aggregate principal amount of up to Four Hundred Fifty Million Dollars ($450,000,000);
WHEREAS, the Pledgor is the direct and sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding Equity Interests in each of (a) Whitmore Propulsion Systems, Inc., a Delaware corporation ("WPS"), (b) Whitmore Avionics Holdings LLC, a Delaware limited liability company ("WAH"), (c) Whitmore Defense Solutions, Inc., a Virginia corporation ("WDS"), and (d) Whitmore Precision Machining LLC, a Delaware limited liability company ("WPM" and, together with WPS, WAH, and WDS, each a "Pledged Entity" and collectively, the "Pledged Entities"), each of which is a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement");
WHEREAS, it is a condition precedent to the initial extension of credit under the Credit Agreement that the Pledgor execute and deliver this Pledge Agreement to the Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in all of the Equity Interests owned by the Pledgor in each Pledged Entity, as security for the payment and performance of all Secured Obligations;
WHEREAS, this Pledge Agreement supplements and is in addition to (a) that certain Pledge and Security Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement") among the Borrower, the Subsidiary Guarantors party thereto, and the Collateral Agent, (b) the Guarantee Agreement, and (c) each other Loan Document (as defined in the Credit Agreement) pursuant to which the Borrower or any Subsidiary Guarantor has granted a security interest in, or lien upon, any of its assets to secure the Secured Obligations; and
WHEREAS, the Pledgor has determined that the execution, delivery, and performance of this Pledge Agreement directly benefits the Pledgor, and is in the best interests of the Pledgor and its members.
NOW, THEREFORE, in consideration of the premises and the agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Pledge Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Pledge Agreement, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 5738291; Employer Identification Number 82-3194567), with its principal office located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
"Collateral Agent" means Prescott National Bank, N.A., a national banking association, having an office at 550 South Tryon Street, Charlotte, North Carolina 28202, acting in its capacity as Collateral Agent under and pursuant to the Credit Agreement, together with its successors and assigns in such capacity.
"Credit Agreement" has the meaning assigned to such term in the Recitals and refers to that certain Senior Secured Revolving Credit Agreement dated as of January 30, 2026, in the aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"Equity Interests" means, with respect to each Pledged Entity, all of the following, whether now owned or hereafter acquired by the Pledgor: (a) all membership interests, shares of capital stock, partnership interests, limited liability company interests, or other equity ownership interests of any nature whatsoever in such Pledged Entity; (b) all certificates, instruments, or other documents representing or evidencing any of the foregoing; (c) all options, warrants, rights, conversion or exchange rights, puts, calls, or other rights to purchase or acquire any of the foregoing; and (d) all other rights, titles, interests, and property of the Pledgor as a holder of any of the foregoing.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Guarantee Agreement" has the meaning assigned to such term in the Recitals and refers to that certain Guarantee Agreement dated as of January 30, 2026, among the Borrower, the Subsidiary Guarantors party thereto, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Guaranteed Obligations" has the meaning assigned to such term in the Guarantee Agreement.
"Lenders" means the several financial institutions from time to time party to the Credit Agreement as "Lenders" thereunder, including Prescott National Bank, N.A., Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commonwealth Capital Markets, Inc., and their respective successors and permitted assigns.
"LLC Agreement" means, with respect to each Pledged Entity that is organized as a limited liability company, the limited liability company agreement, operating agreement, or other similar governing agreement of such Pledged Entity, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Pledged Collateral" has the meaning assigned to such term in Section 2.01.
"Pledged Entities" means, collectively, (a) Whitmore Propulsion Systems, Inc., a Delaware corporation, (b) Whitmore Avionics Holdings LLC, a Delaware limited liability company, (c) Whitmore Defense Solutions, Inc., a Virginia corporation, and (d) Whitmore Precision Machining LLC, a Delaware limited liability company; each, a "Pledged Entity."
"Pledged Equity" has the meaning assigned to such term in Section 2.01.
"Pledgor" means Whitmore Aerospace LLC, a Delaware limited liability company.
"Secured Obligations" means all "Obligations" as such term is defined in the Credit Agreement, including all principal, interest (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of any Obligation and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, or like proceeding, relating to the Borrower or any Subsidiary Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), premium (if any), fees (including commitment fees, administrative agent fees, collateral agent fees, letter of credit fees, and all other fees payable under the Loan Documents), expenses, reimbursement obligations (including obligations to reimburse any drawing under any letter of credit), indemnities, and all other amounts owing by the Borrower or any Subsidiary Guarantor to any Secured Party under or in connection with the Credit Agreement, the Guarantee Agreement, the Security Agreement, this Pledge Agreement, and each other Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including interest, fees, and other amounts that accrue after the commencement of any proceeding under any bankruptcy, insolvency, or similar law naming the Borrower or any Subsidiary Guarantor as debtor in such proceeding.
"Secured Parties" means, collectively, the Collateral Agent, the Administrative Agent, the Lenders, the Swingline Lender, the LC Issuer, and each of their respective successors and assigns.
"Security Agreement" has the meaning assigned to such term in the Recitals and refers to that certain Pledge and Security Agreement dated as of January 30, 2026, among the Borrower, the Subsidiary Guarantors party thereto, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Termination Date" has the meaning assigned to such term in Section 8.01.
"UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York or, when the laws of any other jurisdiction govern the method or manner of the perfection or the effect of perfection or non-perfection of any security interest in any Pledged Collateral, the Uniform Commercial Code as in effect from time to time in such other jurisdiction.
Section 1.02 — Credit Agreement Definitions
All capitalized terms used but not otherwise defined in this Pledge Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. All references herein to the Credit Agreement shall include all schedules, exhibits, annexes, and appendices thereto. In the event of a conflict between a term defined in this Pledge Agreement and the same term as defined in the Credit Agreement, the definition set forth in this Pledge Agreement shall control for purposes of this Pledge Agreement.
Section 1.03 — Rules of Interpretation
For purposes of this Pledge Agreement, the following rules of interpretation shall apply:
(a) The headings of the Articles and Sections of this Pledge Agreement and the headings of the Schedules and Exhibits hereto are inserted for convenience of reference only and shall not be deemed to be a part of this Pledge Agreement or to affect the meaning or interpretation of any provision hereof.
(b) References to any Article, Section, Schedule, or Exhibit are references to the Articles, Sections, Schedules, and Exhibits of and to this Pledge Agreement unless otherwise specified.
(c) The words "hereof," "herein," "hereunder," "hereto," and similar words refer to this Pledge Agreement as a whole and not to any particular provision of this Pledge Agreement.
(d) The word "including" (and with correlative meaning, the word "include") means "including without limitation."
(e) References to any law, statute, rule, or regulation include all amendments thereto and all successor provisions, and all rules, regulations, and statutory instruments promulgated thereunder or issued in connection therewith, unless the context otherwise requires.
(f) References to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and, where applicable, the terms of this Pledge Agreement and the Credit Agreement.
(g) Words importing the singular include the plural and vice versa, and words importing any gender include the other genders.
(h) References to "dollars" or "$" mean lawful money of the United States of America.
(i) The UCC terms "general intangible," "instrument," "proceeds," "security," and "security entitlement" shall have the respective meanings assigned to such terms under Articles 8 and 9 of the UCC as in effect in the State of New York from time to time.
(j) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," and the words "to" and "until" each mean "to but excluding."
ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST
Section 2.01 — Pledge
The Pledgor hereby pledges, assigns, hypothecates, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under all of the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (collectively, the "Pledged Equity" or the "Pledged Collateral"):
(a) Capital Stock of Corporate Pledged Entities. One hundred percent (100%) of the issued and outstanding shares of capital stock of each of the following Pledged Entities organized as corporations:
(i) Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873; Employer Identification Number 84-2057831): 10,000 shares of common stock, par value $0.01 per share, constituting all of the issued and outstanding shares of capital stock of WPS, represented by Certificate No. CS-001; and
(ii) Whitmore Defense Solutions, Inc. (Virginia State Corporation Commission Entity ID S3482917; Employer Identification Number 54-3891204): 5,000 shares of common stock, par value $0.01 per share, constituting all of the issued and outstanding shares of capital stock of WDS, represented by Certificate No. CS-001.
(b) Membership Interests of LLC Pledged Entities. One hundred percent (100%) of the membership interests (including all economic interests and governance rights) in each of the following Pledged Entities organized as limited liability companies:
(i) Whitmore Avionics Holdings LLC (Delaware Secretary of State Filing No. 6329017; Employer Identification Number 85-6723901): all membership interests of WAH, constituting 100% of the outstanding membership interests thereof; and
(ii) Whitmore Precision Machining LLC (Delaware Secretary of State Filing No. 6587204; Employer Identification Number 86-4502178): all membership interests of WPM, constituting 100% of the outstanding membership interests thereof.
(c) Related Property. In addition to the Equity Interests described in clauses (a) and (b) above, the following related property, rights, and interests:
(i) all certificates, instruments, or other documents at any time representing or evidencing any of the foregoing Pledged Equity;
(ii) all dividends, distributions (whether in cash, property, or securities), cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of, in exchange for, or in substitution of any of the foregoing Pledged Equity;
(iii) all rights, titles, interests, privileges, preferences, and preemptive rights appertaining or incident to the foregoing Pledged Equity, including all voting rights (whether arising under applicable law, any organizational document, or otherwise), all rights to receive dividends, distributions, and allocations of income, gain, loss, deduction, or credit, all conversion or exchange rights, all rights to receive returns of capital, and all liquidation preferences, distribution preferences, and other preferential rights;
(iv) all additional Equity Interests of any nature whatsoever from time to time acquired by the Pledgor in any Pledged Entity, whether by purchase, contribution, capital call, dividend, stock split, recapitalization, merger, consolidation, exchange, reclassification, or otherwise; and
(v) all proceeds (as such term is defined in Section 9-102(a)(64) of the UCC) of any and all of the foregoing, including all cash, securities, instruments, and other property at any time received or receivable upon the sale, exchange, collection, or other disposition of any of the foregoing.
Section 2.02 — Security for Obligations
This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, by mandatory prepayment, or otherwise) of all Secured Obligations. Without limiting the generality of the foregoing, the Secured Obligations include the aggregate indebtedness of the Borrower arising under or in connection with the Credit Agreement, including the following:
(a) the Four Hundred Fifty Million Dollar ($450,000,000) Total Commitment, consisting of (i) the Four Hundred Million Dollar ($400,000,000) Revolving Credit Commitment, (ii) the Twenty-Five Million Dollar ($25,000,000) Swingline Sub-Facility, (iii) the Fifty Million Dollar ($50,000,000) Letter of Credit Sub-Facility, and (iv) any Incremental Facility commitments in amounts up to One Hundred Million Dollars ($100,000,000) incurred in accordance with the Credit Agreement;
(b) all accrued and unpaid interest on the foregoing (calculated at Term SOFR plus 350 basis points per annum, or, upon the occurrence and during the continuance of an Event of Default, at the Default Rate of an additional 200 basis points per annum);
(c) all fees, including commitment fees, letter of credit fees, administrative agent fees, collateral agent fees, and all other fees payable under the Credit Agreement and the other Loan Documents;
(d) all expenses, costs, indemnities, and reimbursement obligations payable by the Borrower or any Subsidiary Guarantor under or in connection with the Credit Agreement and the other Loan Documents; and
(e) all other amounts of whatever nature now or hereafter owing by the Borrower or any Subsidiary Guarantor to any Secured Party under or in connection with the Credit Agreement, this Pledge Agreement, and each other Loan Document.
Section 2.03 — Continuing Security Interest; Relation to Other Security
(a) The pledge, assignment, and security interest granted hereunder is a continuing security interest and shall remain in full force and effect until the Termination Date as defined in Section 8.01 hereof.
(b) This Pledge Agreement and the security interests created hereby supplement, and do not limit, replace, or otherwise modify, the security interests and liens created pursuant to the Security Agreement, the Guarantee Agreement, the Deed of Trust dated as of January 30, 2026, covering certain real property located in Fairfax County, Virginia, the Mortgages dated as of January 30, 2026, covering certain real property located in Madison County, Alabama and Sedgwick County, Kansas, and all other Loan Documents pursuant to which any Loan Party has granted a security interest in, or lien upon, any of its assets to secure the Secured Obligations.
(c) The rights and remedies of the Collateral Agent under this Pledge Agreement are cumulative and in addition to, and not in limitation of, all other rights and remedies available to the Collateral Agent and the Secured Parties under any other Loan Document, applicable law, or otherwise. Nothing in this Pledge Agreement shall be construed to require the Collateral Agent to exhaust any other security or collateral before exercising its rights and remedies hereunder.
ARTICLE III — DELIVERY OF PLEDGED COLLATERAL
Section 3.01 — Delivery of Certificated Securities
(a) Contemporaneously with the execution and delivery of this Pledge Agreement (and, in any event, on or prior to the date hereof), the Pledgor shall deliver, or cause to be delivered, to the Collateral Agent all certificates representing the Pledged Equity in each of the corporate Pledged Entities, namely:
(i) Certificate No. CS-001 representing 10,000 shares of common stock of Whitmore Propulsion Systems, Inc.; and
(ii) Certificate No. CS-001 representing 5,000 shares of common stock of Whitmore Defense Solutions, Inc.
(b) Each such certificate shall be accompanied by an undated stock power or other instrument of transfer duly executed in blank by an authorized officer of the Pledgor. Such stock powers shall be in the form set forth in Schedule 2 hereto or such other form as is reasonably satisfactory to the Collateral Agent.
(c) The Pledgor hereby irrevocably authorizes and empowers the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, to complete any blank stock power accompanying any certificate delivered to the Collateral Agent hereunder by filling in the name of the Collateral Agent or its designee, the date of transfer, and such other information as may be required, and to present such certificate and stock power to the applicable Pledged Entity (or its transfer agent) for registration of the transfer of the Pledged Equity represented thereby into the name of the Collateral Agent or its designee.
(d) The Collateral Agent shall hold all certificates and stock powers delivered to it pursuant to this Section 3.01 in accordance with its customary procedures for the safekeeping of pledged securities. The Collateral Agent shall have no obligation to invest or reinvest any Pledged Collateral held by it.
Section 3.02 — Uncertificated Membership Interests
With respect to the membership interests in each of Whitmore Avionics Holdings LLC and Whitmore Precision Machining LLC, to the extent such membership interests are not represented by certificates:
(a) Registration of Pledge. The Pledgor shall cause each such Pledged Entity to register the pledge created by this Pledge Agreement on its books and records and, to the extent applicable, in its LLC Agreement. Such registration shall identify the Collateral Agent as the pledgee of all membership interests of such Pledged Entity held by the Pledgor and shall note the existence of the security interest created hereby.
(b) Acknowledgment and Consent. The Pledgor shall cause each such Pledged Entity to execute and deliver to the Collateral Agent, contemporaneously with the execution and delivery of this Pledge Agreement, an Acknowledgment and Consent substantially in the form of Exhibit A hereto (each, an "Acknowledgment and Consent"), confirming such Pledged Entity's knowledge and acceptance of the pledge and security interest created hereby and agreeing that, upon receipt of written notice from the Collateral Agent that an Event of Default has occurred and is continuing under the Credit Agreement, such Pledged Entity shall comply with all instructions originated by the Collateral Agent with respect to the Pledged Equity without the further consent of the Pledgor.
(c) Article 8 Securities. To the extent any membership interest in a Pledged Entity constitutes a "security" within the meaning of Article 8 of the UCC, the Pledgor shall (i) cause such Pledged Entity to issue certificates evidencing such membership interest, in which case the Pledgor shall promptly deliver such certificates, together with duly executed blank transfer powers, to the Collateral Agent in accordance with Section 3.01 hereof, or (ii) if such interest remains uncertificated, cause the issuer thereof to register the Collateral Agent (or its designee) as the registered pledgee of such interest on the issuer's books and records, in each case to the extent necessary to perfect the Collateral Agent's security interest therein by "control" within the meaning of Section 8-106 of the UCC.
(d) General Intangibles. To the extent any membership interest in a Pledged Entity constitutes a "general intangible" under Article 9 of the UCC (and is not a "security" under Article 8 of the UCC), perfection of the security interest therein shall be achieved by the filing of appropriate UCC-1 financing statements as described in Section 4.05 hereof. The Pledgor hereby authorizes the Collateral Agent to file any such UCC-1 financing statements (and any amendments, continuation statements, and other filings in connection therewith) as may be necessary or desirable to perfect the security interest granted herein, without the signature of the Pledgor to the extent permitted by applicable law.
Section 3.03 — Additional Equity Interests
If the Pledgor shall at any time or from time to time acquire any additional Equity Interests in any Pledged Entity, whether by purchase, contribution, dividend, stock split, recapitalization, merger, consolidation, exchange, reclassification, or otherwise, then:
(a) such additional Equity Interests shall automatically and without further action constitute Pledged Collateral hereunder, subject to the security interest and lien granted hereby;
(b) the Pledgor shall promptly (and in any event within five (5) Business Days after the acquisition thereof) deliver to the Collateral Agent certificates (if such additional Equity Interests are certificated) representing such Equity Interests, accompanied by undated stock powers or other instruments of transfer duly executed in blank by an authorized officer of the Pledgor; and
(c) if such additional Equity Interests are uncertificated, the Pledgor shall promptly (and in any event within five (5) Business Days after the acquisition thereof) cause the applicable Pledged Entity to register the pledge on its books and records, deliver an Acknowledgment and Consent to the Collateral Agent, and take all other actions required by Section 3.02 hereof to perfect the Collateral Agent's security interest therein.
The Pledgor shall promptly update Schedule 1 hereto to reflect any additional Equity Interests acquired by the Pledgor in any Pledged Entity.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of each date on which any extension of credit is made under the Credit Agreement, as follows:
Section 4.01 — Ownership and Title
(a) The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the Equity Interests in each Pledged Entity, in each case free and clear of all liens, claims, charges, encumbrances, security interests, options, preemptive rights, rights of first refusal, and other restrictions of any nature whatsoever, other than (i) the security interest and lien created by this Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Parties, and (ii) Permitted Liens (as such term is defined in the Credit Agreement).
(b) Without limiting the generality of the foregoing, the Pledgor's ownership interest in each Pledged Entity is as follows:
(i) Whitmore Propulsion Systems, Inc.: 10,000 shares of common stock, par value $0.01 per share, constituting 100% of the issued and outstanding shares of capital stock of WPS;
(ii) Whitmore Avionics Holdings LLC: 100% of the membership interests of WAH, constituting all of the outstanding membership interests thereof;
(iii) Whitmore Defense Solutions, Inc.: 5,000 shares of common stock, par value $0.01 per share, constituting 100% of the issued and outstanding shares of capital stock of WDS; and
(iv) Whitmore Precision Machining LLC: 100% of the membership interests of WPM, constituting all of the outstanding membership interests thereof.
(c) The Pledged Equity has been duly authorized and validly issued. With respect to the corporate Pledged Entities, all shares of capital stock included in the Pledged Equity are fully paid and non-assessable. With respect to the LLC Pledged Entities, all membership interests included in the Pledged Equity have been validly issued in compliance with the applicable LLC Agreement.
Section 4.02 — Due Authorization
(a) The Pledgor is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has full limited liability company power and authority to execute, deliver, and perform its obligations under this Pledge Agreement and to grant the security interest and lien contemplated hereby.
(b) The execution, delivery, and performance of this Pledge Agreement by the Pledgor, and the grant of the security interest and lien contemplated hereby, have been duly authorized by all necessary limited liability company action on the part of the Pledgor, including the written consent of the members of the Pledgor dated January 22, 2026, and no other limited liability company action or proceeding on the part of the Pledgor is necessary to authorize the execution, delivery, and performance of this Pledge Agreement or the transactions contemplated hereby.
(c) This Pledge Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid, and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.03 — No Conflicts
The execution, delivery, and performance of this Pledge Agreement by the Pledgor, and the grant of the security interest and lien contemplated hereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Formation, the LLC Agreement, or any other organizational or governing document of the Pledgor or any Pledged Entity;
(b) violate, conflict with, or result in a breach of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award of any governmental authority;
(c) result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which the Pledgor or any Pledged Entity is a party or by which the Pledgor or any Pledged Entity or any of their respective properties or assets may be bound; or
(d) result in the creation or imposition of any lien, charge, or encumbrance upon the Pledged Collateral, other than the security interest and lien created by this Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Parties.
Section 4.04 — Consents and Approvals
No consent, approval, authorization, license, permit, order, or filing with, or registration with, or notice to, any governmental authority, regulatory body, or third party is required for the execution, delivery, or performance of this Pledge Agreement by the Pledgor, or for the grant, perfection, or enforcement of the security interest and lien created hereby, except:
(a) the filing of UCC-1 financing statements in the office of the Secretary of State of the State of Delaware (as the Pledgor's jurisdiction of organization) and in such other jurisdictions as may be necessary or desirable, which UCC-1 financing statements have been or will be filed on or promptly following the date hereof;
(b) any filings, registrations, or notifications required under applicable federal or state securities laws in connection with the pledge of the Pledged Equity or the enforcement of remedies with respect thereto; and
(c) the consents of the Pledged Entities to the extent required by their respective organizational documents in connection with the pledge of the Pledgor's Equity Interests therein, each of which has been duly obtained and is in full force and effect as of the date hereof.
Section 4.05 — Perfection
(a) With respect to the certificated shares of capital stock of Whitmore Propulsion Systems, Inc. and Whitmore Defense Solutions, Inc., upon the delivery to the Collateral Agent of the stock certificates and duly executed blank stock powers as required by Section 3.01 hereof, the Collateral Agent will have a first-priority perfected security interest in such Pledged Equity under Articles 8 and 9 of the UCC.
(b) With respect to the uncertificated membership interests in Whitmore Avionics Holdings LLC and Whitmore Precision Machining LLC, the Pledgor has caused or will cause, on or promptly following the date hereof, the filing of UCC-1 financing statements in the office of the Delaware Secretary of State (for WAH, with reference to Delaware Secretary of State Filing No. 6329017; for WPM, with reference to Delaware Secretary of State Filing No. 6587204) naming the Pledgor as debtor and Prescott National Bank, N.A., as Collateral Agent, as secured party, and covering the membership interests in each such Pledged Entity and all proceeds thereof. In addition, the Pledgor has caused or will cause each such Pledged Entity to register the pledge on its books and records and to execute and deliver an Acknowledgment and Consent to the Collateral Agent in accordance with Section 3.02 hereof. Such actions, taken together, will perfect the Collateral Agent's security interest in such membership interests.
(c) No filings, recordings, registrations, notations, or other actions are necessary to create, preserve, protect, or perfect the security interests granted herein, or to entitle the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral, other than (i) the delivery of certificates and stock powers as described in Section 3.01 hereof, (ii) the filings described in clause (b) above, (iii) the registration and acknowledgment actions described in Section 3.02 hereof, and (iv) such other filings and actions as may be required in connection with the Security Agreement.
Section 4.06 — Organizational Details of Pledged Entities
The following table sets forth certain organizational details of each Pledged Entity as of the date hereof:
All information set forth in the foregoing table is true, correct, and complete in all material respects as of the date hereof. The Pledgor shall promptly notify the Collateral Agent in writing of any change in the information set forth in the foregoing table.
Section 4.07 — No Options or Other Rights
(a) No person or entity other than the Pledgor holds any Equity Interests of any kind in any Pledged Entity, nor holds any options, warrants, conversion rights, exchange rights, rights of first refusal, preemptive rights, stock appreciation rights, phantom equity rights, or other rights or agreements of any nature to purchase, subscribe for, or otherwise acquire any Equity Interests in any Pledged Entity.
(b) No Pledged Entity has outstanding any securities or obligations of any kind that are convertible into, or exchangeable for, Equity Interests of such Pledged Entity.
(c) There are no voting trusts, proxies, shareholder agreements, member agreements, or other agreements or understandings to which the Pledgor or any Pledged Entity is a party or by which any of them is bound with respect to the voting, transfer, or disposition of the Equity Interests of any Pledged Entity, other than the respective organizational documents of each Pledged Entity and this Pledge Agreement.
Section 4.08 — Compliance with Laws; Government Contracts
(a) The pledge of the Equity Interests in each Pledged Entity (including Whitmore Defense Solutions, Inc.) pursuant to this Pledge Agreement does not, in and of itself, constitute a transfer of ownership or control of any Pledged Entity, does not transfer ownership or control of any classified information held by any Pledged Entity, and does not require the prior approval of any governmental authority under the National Industrial Security Program Operating Manual ("NISPOM"), the regulations of the Committee on Foreign Investment in the United States ("CFIUS"), or any other applicable national security, export control, or trade compliance law or regulation.
(b) The Pledgor acknowledges and the Collateral Agent acknowledges that, upon any exercise of remedies with respect to the Pledged Equity pursuant to Article VII hereof, the acquisition, disposition, or transfer of Equity Interests in Whitmore Defense Solutions, Inc. (or any other Pledged Entity holding facility security clearances, classified contracts, or controlled technology) may be subject to the requirements and restrictions of, and may require the prior review, approval, or mitigation measures under, the following laws, regulations, and programs, as applicable: (i) NISPOM and the regulations of the Defense Counterintelligence and Security Agency (DCSA), including any Foreign Ownership, Control, or Influence (FOCI) mitigation requirements; (ii) CFIUS review under Section 721 of the Defense Production Act of 1950, as amended, and the regulations of the Department of the Treasury at 31 C.F.R. Parts 800 and 802; and (iii) the International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130) and the Export Administration Regulations (EAR) (15 C.F.R. Parts 730-774).
(c) The Pledgor has notified the Collateral Agent that (i) Whitmore Defense Solutions, Inc. holds facility security clearances at the Pledgor's facilities located at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170 and at 7100 Redstone Gateway Blvd., Huntsville, Alabama 35808, and (ii) WDS is party to classified contracts with the Department of Defense. The Pledgor shall promptly notify the Collateral Agent of any material change in the foregoing.
ARTICLE V — COVENANTS
The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, that so long as any Secured Obligation remains outstanding or any Commitment under the Credit Agreement remains in effect:
Section 5.01 — Protection of Collateral Agent's Security Interest
(a) The Pledgor shall defend the Collateral Agent's right, title, and security interest in and to the Pledged Collateral against all claims, demands, and actions of any person or entity asserting any interest adverse to the Collateral Agent or any Secured Party.
(b) The Pledgor shall not sell, assign, transfer, exchange, convey, pledge, hypothecate, or otherwise dispose of or encumber any Pledged Equity or any interest therein, or agree or contract to do so, except as expressly permitted by the Credit Agreement (including, for the avoidance of doubt, Permitted Liens as defined therein).
(c) The Pledgor shall not permit any Pledged Entity to issue, sell, or otherwise dispose of any additional Equity Interests (including any options, warrants, or other rights to acquire Equity Interests) to any person other than the Pledgor, and any additional Equity Interests issued by any Pledged Entity to the Pledgor shall automatically be subject to the security interest and lien created by this Pledge Agreement and shall constitute Pledged Collateral hereunder, subject to the delivery and perfection requirements of Section 3.03 hereof.
(d) The Pledgor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain, preserve, and protect the first-priority perfected security interest of the Collateral Agent in the Pledged Collateral, including the timely filing of UCC continuation statements.
Section 5.02 — Changes in Organizational Documents
The Pledgor shall not amend, modify, restate, supplement, or waive (and shall not permit any Pledged Entity to amend, modify, restate, supplement, or waive) any provision of the Certificate of Formation, Certificate of Incorporation, Articles of Incorporation, LLC Agreement, operating agreement, bylaws, or other organizational or governing document of any Pledged Entity in a manner that would (i) adversely affect the validity, enforceability, perfection, or priority of the security interests created hereby, (ii) adversely affect the rights or remedies of the Collateral Agent or any Secured Party hereunder or under any other Loan Document, (iii) change the certificated or uncertificated nature of any Pledged Equity, or (iv) restrict or prohibit the transfer or pledge of any Pledged Equity, in each case without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement).
Section 5.03 — Maintenance of Existence; Jurisdictional Changes
(a) The Pledgor shall not change, and shall not permit any Pledged Entity to change, its jurisdiction of organization or formation without providing at least thirty (30) days' prior written notice to the Collateral Agent, together with such UCC amendment filings, new UCC-1 financing statements, and other documents and instruments as the Collateral Agent may reasonably request to maintain the perfection and priority of the security interests created hereby in connection with any such change.
(b) The Pledgor shall cause each Pledged Entity to maintain its legal existence and good standing (or the equivalent thereof) in its jurisdiction of formation and in each other jurisdiction where the failure to maintain such qualification could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
(c) The Pledgor shall not change its legal name, its jurisdiction of organization, or its organizational identification number without providing at least thirty (30) days' prior written notice to the Collateral Agent and taking all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of the security interests created hereby, including the filing of appropriate UCC amendment statements.
Section 5.04 — Distributions and Payments
(a) So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all ordinary cash dividends and distributions paid in respect of the Pledged Equity in the ordinary course of business, subject to the terms and conditions of the Credit Agreement (including any restrictions on Restricted Payments set forth therein).
(b) Upon the occurrence and during the continuance of an Event of Default, all dividends, distributions, interest, and other payments of any kind on account of the Pledged Equity (whether in cash, property, securities, or otherwise) shall be paid directly to the Collateral Agent (or as the Collateral Agent may direct), and the Pledgor shall cause each Pledged Entity to make such payments directly to the Collateral Agent. Any such amounts received by the Collateral Agent shall be held as additional Pledged Collateral hereunder or applied to the Secured Obligations in accordance with the terms of the Credit Agreement, as determined by the Collateral Agent.
(c) If the Pledgor receives any dividends, distributions, or other payments on account of the Pledged Equity at any time when an Event of Default has occurred and is continuing, the Pledgor shall hold such amounts in trust for the Collateral Agent, segregated from the Pledgor's other funds, and shall promptly deliver such amounts to the Collateral Agent in the exact form received (with any necessary endorsement).
Section 5.05 — Further Assurances
(a) The Pledgor shall, at its own cost and expense, promptly execute and deliver, or cause to be executed and delivered, to the Collateral Agent all such additional instruments, documents, agreements, financing statements (including UCC-1 financing statements, UCC-1 amendments, and UCC-3 continuation statements), certificates, and other writings as the Collateral Agent may from time to time reasonably request in order to: (i) carry out more effectively the purposes of this Pledge Agreement; (ii) create, perfect, maintain, and preserve the first-priority security interest and lien granted hereby; (iii) subject to the security interest and lien created hereby any property or rights covered or intended to be covered hereby; and (iv) better assure, convey, grant, assign, transfer, and confirm to the Collateral Agent the rights granted or intended to be granted by the Pledgor hereunder.
(b) The Pledgor shall pay all filing fees, recording charges, stamp taxes, intangible taxes, and other taxes, costs, and expenses incurred in connection with the creation, perfection, maintenance, and enforcement of the security interests created hereunder, including all fees and expenses of filing UCC-1 financing statements, UCC-1 amendments, and UCC-3 continuation statements.
(c) The Pledgor hereby authorizes the Collateral Agent to file UCC-1 financing statements, UCC-1 amendments, and UCC-3 continuation statements, and amendments thereto, in any filing office in any jurisdiction as the Collateral Agent may determine to be necessary or advisable to perfect and maintain the security interests created hereby, all without the need for the signature of the Pledgor to the extent permitted by applicable law.
Section 5.06 — Notices
The Pledgor shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent in writing of:
(a) any change in any of the information set forth in the table in Section 4.06, including any change in the entity type, jurisdiction of formation, formation filing number, entity identification number, employer identification number, or certificated or uncertificated nature of any Pledged Equity of any Pledged Entity;
(b) any change in the certificated or uncertificated nature of any Pledged Equity, or any election by any Pledged Entity to opt into or out of Article 8 of the UCC with respect to its Equity Interests;
(c) any claim, lien, encumbrance, or restriction asserted against, or affecting, any Pledged Equity by any person or entity (other than the lien created by this Pledge Agreement);
(d) any event or condition that could reasonably be expected to materially impair the value of any Pledged Equity or the Collateral Agent's security interest therein; and
(e) any change in the legal name, jurisdiction of organization, or organizational identification number of the Pledgor or any Pledged Entity.
ARTICLE VI — VOTING RIGHTS; DIVIDENDS
Section 6.01 — Voting Rights Prior to Event of Default
Until the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Pledgor shall be entitled to exercise any and all voting rights, consensual rights, and other governance rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Credit Agreement, or any other Loan Document, and for any purpose that does not violate any provision of any Loan Document or that could not reasonably be expected to impair the security interests created hereby or the rights of the Collateral Agent or any Secured Party hereunder. Without limiting the foregoing, the Pledgor may exercise all rights as a stockholder or member of each Pledged Entity, including the right to vote on matters submitted to shareholders or members, to elect or appoint directors, managers, or officers, and to approve or consent to fundamental corporate or limited liability company actions, in each case subject to the terms and conditions of the Credit Agreement and the other Loan Documents.
Section 6.02 — Voting Rights Upon Event of Default
(a) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting rights, consensual rights, and other governance rights that the Pledgor would otherwise be entitled to exercise pursuant to Section 6.01 hereof shall immediately cease, and all such rights shall thereupon become vested in and exercisable by the Collateral Agent, which shall have the sole right to exercise all such voting and consensual rights. The Collateral Agent shall be entitled to exercise such rights in the same manner and to the same extent as if the Collateral Agent were the absolute and sole owner of the Pledged Equity, including the right to vote, give consents, waivers, and ratifications, take corporate or limited liability company action, and exercise any and all rights of conversion, exchange, subscription, or any other right, privilege, or option pertaining to any of the Pledged Equity.
(b) The Pledgor hereby grants to the Collateral Agent an irrevocable proxy, coupled with an interest, to exercise all voting and consensual rights pertaining to the Pledged Equity upon the occurrence and during the continuance of an Event of Default, which proxy shall terminate upon the cessation of such Event of Default or, if earlier, the Termination Date. Such proxy is granted in consideration of the Collateral Agent's agreement to make the credit facilities available under the Credit Agreement and is coupled with the interest of the Collateral Agent in the Pledged Collateral.
(c) The Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request in order to effectuate the provisions of this Section 6.02.
Section 6.03 — Dividends and Distributions Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default:
(a) all dividends, distributions, and other payments of any kind received or to be received by the Pledgor on account of the Pledged Equity (whether in cash, property, securities, or otherwise) shall be paid directly to the Collateral Agent and held as additional Pledged Collateral hereunder, or applied to the Secured Obligations as determined by the Collateral Agent in its sole discretion, in each case in accordance with the terms of the Credit Agreement;
(b) the Pledgor shall cause each Pledged Entity to pay all such dividends, distributions, and other payments directly to the Collateral Agent or as the Collateral Agent may direct in writing; and
(c) if, notwithstanding the foregoing, the Pledgor receives any such dividends, distributions, or other payments, the Pledgor shall hold such amounts in trust for the Collateral Agent, shall segregate such amounts from the other funds of the Pledgor, and shall promptly deliver such amounts to the Collateral Agent in the exact form received (with any necessary endorsement).
ARTICLE VII — REMEDIES
Section 7.01 — Remedies Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent may, at its option and without notice to the Pledgor (except as required by applicable law that cannot be waived), exercise any or all of the following rights and remedies:
(a) Exercise all rights and remedies of a secured party under the UCC (including Articles 8 and 9 thereof) and any other applicable law, all rights provided herein or in any other Loan Document, and all other rights and remedies available to the Collateral Agent at law or in equity.
(b) Without notice (except as required by applicable law that cannot be waived), sell, assign, give an option or options to purchase, or otherwise dispose of the Pledged Collateral, or any part thereof, at one or more public or private sales, at any exchange, broker's board, or at any of the Collateral Agent's offices or elsewhere, for cash, on credit, or for future delivery, and upon such terms and at such prices as the Collateral Agent may deem commercially reasonable. The Collateral Agent may be the purchaser of any or all of the Pledged Collateral at any public sale and, if permitted by applicable law, at any private sale.
(c) Transfer all or any portion of the Pledged Equity into the name of the Collateral Agent or its nominee or designee on the books and records of the applicable Pledged Entity, and thereafter exercise all rights of ownership with respect thereto.
(d) Exercise all rights of ownership in any Pledged Entity with respect to which the Collateral Agent holds Pledged Equity, including, without limitation, the right to manage, operate, control, or liquidate any such Pledged Entity to the fullest extent permitted by applicable law.
(e) Collect, receive, appropriate, and retain all dividends, distributions, interest, and other payments of any kind on or with respect to the Pledged Equity.
(f) Exercise the irrevocable proxy granted in Section 6.02 hereof and take any and all actions with respect to the Pledged Equity as the Collateral Agent may determine in its sole discretion.
(g) Execute and deliver any and all endorsements, assignments, stock powers, and other instruments of transfer or conveyance with respect to the Pledged Collateral, in each case in the name of the Pledgor or otherwise, to the extent necessary or desirable to effectuate the exercise of the Collateral Agent's rights and remedies hereunder.
The Pledgor acknowledges that the Collateral Agent may not be able to effect a public sale of any or all of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), or in applicable state securities or "blue sky" laws, and that the Collateral Agent may be compelled to resort to one or more private sales to a restricted group of purchasers. The Pledgor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Equity for the period of time necessary to permit the issuer thereof to register such Pledged Equity for public sale under the Securities Act, or under any applicable state securities or "blue sky" laws, even if the issuer would agree to do so.
Section 7.02 — Limitations on Disposition of Pledged Equity
(a) The Collateral Agent is authorized, but not obligated, to comply with any limitation or restriction in connection with any sale of all or any part of the Pledged Equity as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers and/or further restrict the prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Equity), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official.
(b) If the Collateral Agent determines that compliance with the Securities Act, applicable state securities or "blue sky" laws, or any other applicable law may limit the price obtainable at any sale of the Pledged Equity, restrict the prospective bidders or purchasers, or otherwise affect the manner of any such sale, the Pledgor agrees that any such limitation shall not render any such sale commercially unreasonable, and the Pledgor shall not raise any objection to any such sale on that basis.
(c) Private sales of the Pledged Equity at a discount from the market price of freely tradeable securities of the same class and type shall be deemed commercially reasonable for purposes of Article 9 of the UCC, and the Pledgor shall not assert, and hereby waives, any claim or defense based upon the theory that such private sale was not made in a commercially reasonable manner.
Section 7.03 — Government Contract / National Security Limitations
(a) Notwithstanding anything to the contrary contained in this Pledge Agreement, the exercise of remedies with respect to the Equity Interests in Whitmore Defense Solutions, Inc. (and any other Pledged Entity that, at the time of such exercise, holds a facility security clearance, is party to classified contracts with the United States government, or holds controlled technology subject to the ITAR or EAR) shall be subject to all applicable national security laws, regulations, and requirements, including (i) the NISPOM and the regulations and requirements of the Defense Counterintelligence and Security Agency (DCSA) relating to facility security clearances and FOCI mitigation, (ii) CFIUS review and approval requirements under Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations of the Department of the Treasury at 31 C.F.R. Parts 800 and 802, (iii) the ITAR (22 C.F.R. Parts 120-130) and EAR (15 C.F.R. Parts 730-774), and (iv) any other applicable governmental requirement relating to national security, export control, or foreign ownership of defense-related assets.
(b) The Collateral Agent shall use commercially reasonable efforts to comply with all applicable governmental laws, regulations, and requirements in connection with any exercise of remedies with respect to the Equity Interests in any Pledged Entity holding facility security clearances or classified contracts, including obtaining any necessary governmental approvals prior to the sale, transfer, or disposition of such Equity Interests.