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PRESCOTT NATIONAL BANK, N.A. 550 South Tryon Street Charlotte, NC 28202

Leveraged Finance Group 245 Park Avenue, 12th Floor New York, NY 10167

Internal Deal ID: LF-2025-08742

January 30, 2026

PAYOFF LETTER AND LIEN RELEASE IRREVOCABLE THROUGH MARCH 15, 2026

VIA EMAIL AND OVERNIGHT COURIER

Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170

Attention: Sandra Petrova, Chief Financial Officer

Gregory Alston, General Counsel & Secretary

Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Attention: Philip Hartmann, Partner

Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, NY 10017

Attention: Raymond Okafor, Partner

Ladies and Gentlemen:

Reference is made to the existing credit facility described in Section 1 below. This payoff letter (this "Payoff Letter") sets forth the amount required to pay in full all outstanding obligations of Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), and each subsidiary guarantor under the Existing Loan Documents (as defined below), and the commitments of Prescott National Bank, N.A. ("Prescott") with respect to the release of all liens, security interests, and encumbrances held by Prescott in connection therewith. This Payoff Letter is dated as of January 30, 2026 and is effective and irrevocable through and including March 15, 2026, providing a window beyond the anticipated initial draw date of March 1, 2026 under the new credit facility described in Section 6 below.

1. Reference to Existing Facility

This Payoff Letter relates to that certain Senior Secured Term Loan Agreement, dated as of March 15, 2021 (as amended, supplemented, restated, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and between Whitmore Aerospace LLC, as borrower (in such capacity, the "Borrower"), and Prescott National Bank, N.A., as sole lender (in such capacity, the "Lender"). The Existing Credit Agreement provided for a senior secured term loan in the original principal amount of Two Hundred Ten Million Dollars ($210,000,000.00) (the "Existing Term Loan"). The Existing Credit Agreement is governed by the laws of the State of New York.

As used herein, the term "Existing Loan Documents" means, collectively, the Existing Credit Agreement and all promissory notes, security agreements, pledge agreements, deeds of trust, mortgages, guarantees, UCC financing statements, and all other agreements, instruments, certificates, and documents executed, delivered, or filed in connection with the Existing Credit Agreement, as more fully identified in Exhibit A attached hereto.

Prescott hereby confirms that it is the sole lender, sole creditor, and sole secured party under the Existing Credit Agreement and the Existing Loan Documents. No syndication, participation, or assignment of any portion of the Existing Term Loan or any of Prescott's rights or obligations under the Existing Loan Documents has been effected as of the date hereof. Accordingly, no agent capacity distinction is applicable to Prescott's role under the Existing Loan Documents, and Prescott is delivering this Payoff Letter in its capacity as the sole lender and sole secured party.

2. Payoff Amount

The payoff amount set forth in this Section 2 (the "Payoff Amount") has been calculated as of March 1, 2026 (the "Anticipated Payoff Date"), which is the date on which the Borrower anticipates remitting the payoff wire in connection with the initial borrowing under the New Credit Agreement (as defined in Section 6 below). The Payoff Amount is comprised of the following components:

Principal Balance. The original principal amount of the Existing Term Loan was $210,000,000.00. Since the closing of the Existing Credit Agreement on March 15, 2021, the Borrower has made cumulative scheduled amortization payments totaling $41,250,000.00 in accordance with the amortization schedule set forth in Section 2.05 of the Existing Credit Agreement. No voluntary or mandatory prepayments other than such scheduled amortization have been made. Accordingly, the outstanding principal balance of the Existing Term Loan as of the date hereof, and as of the Anticipated Payoff Date, is $168,750,000.00.

Accrued Interest. Interest on the outstanding principal balance has been calculated at the applicable rate under the Existing Credit Agreement. As of the date of this Payoff Letter, the Existing Term Loan bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum (2.75%), calculated on the basis of a 360-day year and actual days elapsed, as provided in Section 2.06 of the Existing Credit Agreement. The accrued and unpaid interest amount of $562,500.00 set forth above represents Prescott's good faith estimate of interest accruing through and including March 1, 2026. This amount is subject to adjustment based on the actual SOFR rate in effect during the applicable interest period; however, the estimated amount set forth above shall be deemed the amount required for purposes of this Payoff Letter, and Prescott agrees that it shall not assert any claim for additional interest relating to the period through March 1, 2026 in excess of the Payoff Amount.

Per Diem Interest. If the Payoff Amount is received after March 1, 2026 but on or before the expiration of this Payoff Letter at 5:00 p.m. (Eastern Time) on March 15, 2026, additional per diem interest shall accrue and be payable for each day after March 1, 2026 through and including the actual date of receipt of funds in immediately available form. The per diem interest amount is approximately $21,406.25 per day, calculated as follows: $168,750,000.00 × (SOFR + 2.75%) / 360 (estimated based on a blended rate of approximately 4.5675% per annum). The Borrower shall remit such additional per diem interest simultaneously with the Payoff Amount as adjusted to reflect the actual payoff date. Prescott shall provide the Borrower with a revised payoff amount reflecting updated per diem calculations upon reasonable request.

No Prepayment Premium. Prescott hereby confirms that no prepayment premium, make-whole amount, yield maintenance payment, breakage cost, or other early termination fee is due or payable under the Existing Credit Agreement or any other Existing Loan Document in connection with the payoff of the Existing Term Loan contemplated by this Payoff Letter. The soft-call protection period applicable to the Existing Term Loan under Section 2.09(b) of the Existing Credit Agreement expired on March 15, 2023, and no other prepayment penalty or premium is applicable under the terms of the Existing Credit Agreement.

No Other Amounts. Prescott confirms that, other than the Payoff Amount as set forth above (together with any applicable per diem interest), no other fees, costs, expenses, charges, indemnification amounts, or other obligations are due or owing from the Borrower or any guarantor to Prescott under or in connection with the Existing Loan Documents as of the date hereof or the Anticipated Payoff Date.

Expiration. If the Payoff Amount (including any applicable per diem interest) is not received in full by 5:00 p.m. (Eastern Time) on March 15, 2026, this Payoff Letter shall automatically expire and be of no further force or effect, and a new payoff statement must be requested by the Borrower from Prescott.

3. Wire Transfer Instructions

All payoff funds must be remitted in United States dollars in immediately available (same-day) federal funds by wire transfer to the following account:

The wire transfer must include the reference line set forth above (i.e., "Whitmore Aerospace LLC — Existing Facility Payoff / LF-2025-08742") to ensure proper identification and timely application of funds to the payoff of the Existing Term Loan. Failure to include the reference line may result in delays in the processing and application of the payoff wire, for which Prescott shall bear no responsibility.

The Borrower must provide at least one (1) business day's advance written notice to Victoria Engstrom, Managing Director, Leveraged Finance, of the anticipated date on which the payoff wire will be sent. Such notice shall be delivered by email to victoria.engstrom@prescottnb.com, with a courtesy telephone confirmation to (212) 555-3847 (direct line). Notice may also be provided by the Borrower's counsel, Calderwood & Harkness LLP, on behalf of the Borrower.

The Payoff Amount must be received in full in a single wire transfer (or, with Prescott's prior written consent, in multiple wires received on the same business day that in the aggregate equal the Payoff Amount). Partial payments will not be accepted as constituting a payoff under this Payoff Letter, and no partial payment shall give rise to any obligation of Prescott to release any lien, security interest, or encumbrance under the Existing Loan Documents.

4. Confirmation of Lien Release Commitments

4.1 General Release Covenant

Upon receipt by Prescott of the full Payoff Amount (including any applicable per diem interest) in immediately available funds in the account designated in Section 3 above, Prescott irrevocably agrees to:

(a) Release all liens, security interests, and encumbrances. Prescott shall release, and hereby does release (effective upon and subject only to receipt of the Payoff Amount in full), all liens, security interests, mortgages, deeds of trust, pledges, charges, claims, and encumbrances of every kind and nature held by Prescott in and to any and all real property, personal property, fixtures, and other collateral securing, or purporting to secure, the obligations of the Borrower and each guarantor under the Existing Loan Documents (collectively, the "Existing Collateral"). Such release shall be unconditional and absolute, and shall apply to all Existing Collateral whether or not specifically identified herein, in the Existing Credit Agreement, or in any other Existing Loan Document.

(b) Execute and deliver release instruments. Prescott shall execute and deliver, or cause to be executed and delivered, all termination statements (including UCC-3 Termination Statements), certificates of satisfaction, releases of mortgages, releases of deeds of trust, discharges, reconveyances, and all other instruments, filings, and documents as may be reasonably necessary or appropriate to evidence and effectuate the release of all liens, security interests, and encumbrances described in clause (a) above, in each case in proper form for filing with or recording in the applicable governmental or filing offices. The specific commitments of Prescott with respect to certain of such instruments are set forth in Sections 4.2, 4.3, and 4.4 below.

(c) Return pledged collateral. Prescott shall return to the Borrower (or as otherwise directed by the Borrower in writing) all original stock certificates, membership interest certificates, executed-in-blank stock powers, transfer documents, promissory notes, instruments, chattel paper, and any other tangible collateral held by Prescott or its agents, custodians, or depositaries in connection with the Existing Loan Documents, in accordance with Section 4.4 below.

4.2 UCC-3 Termination Statements

Prescott commits to authorize and file, or cause to be filed, UCC-3 Termination Statements with respect to the following UCC-1 Financing Statements previously filed by or on behalf of Prescott as secured party in connection with the Existing Loan Documents:

Prescott shall file, or authorize the Borrower's counsel to file on Prescott's behalf, each UCC-3 Termination Statement within five (5) business days following receipt of the Payoff Amount in full. Pre-prepared forms of UCC-3 Termination Statements are attached hereto as Exhibit B and have been reviewed and pre-authorized by Prescott for filing upon receipt of the Payoff Amount.

Promptly following receipt of file-stamped copies of each UCC-3 Termination Statement from the applicable filing office, Prescott shall deliver copies thereof to the Borrower (Attention: Gregory Alston, General Counsel & Secretary) and to the Borrower's counsel, Calderwood & Harkness LLP (Attention: Philip Hartmann), by email and overnight courier.

Prescott hereby further authorizes Calderwood & Harkness LLP, as counsel to the Borrower, to prepare, execute (as Prescott's authorized representative), and file such UCC-3 Termination Statements on Prescott's behalf with the Delaware Secretary of State and the Virginia State Corporation Commission, at the Borrower's sole cost and expense, in the event that Prescott has not filed the same within the five (5) business day period specified above. This authorization shall be irrevocable upon receipt of the Payoff Amount in full and shall survive the expiration or termination of this Payoff Letter for a period of ninety (90) days following such receipt.

4.3 Mortgage and Deed of Trust Discharges

Prescott commits to execute and deliver recordable instruments discharging the following mortgages and deeds of trust previously recorded by or on behalf of Prescott as secured party in connection with the Existing Loan Documents:

Virginia Property — Deed of Trust Discharge. With respect to the Deed of Trust, Assignment of Leases and Rents, and Security Agreement recorded in Fairfax County, Virginia as Instrument No. 2021-035782, Prescott shall execute and deliver a Certificate of Satisfaction and Release of Deed of Trust (the "Virginia Release Instrument") in recordable form suitable for filing with the Clerk of the Circuit Court of Fairfax County, Virginia. Prescott shall execute and deliver the Virginia Release Instrument within ten (10) business days following receipt of the Payoff Amount in full. A form of the Virginia Release Instrument is attached hereto as Exhibit C-1.

Alabama Property — Mortgage Discharge. With respect to the Mortgage, Assignment of Leases and Rents, and Security Agreement recorded in Madison County, Alabama in Book 2021, Page 4417, Prescott shall execute and deliver a Satisfaction and Release of Mortgage (the "Alabama Release Instrument") in recordable form suitable for filing with the Judge of Probate of Madison County, Alabama. Prescott shall execute and deliver the Alabama Release Instrument within ten (10) business days following receipt of the Payoff Amount in full. A form of the Alabama Release Instrument is attached hereto as Exhibit C-2.

The Borrower or the Borrower's counsel, Calderwood & Harkness LLP, shall be responsible for recording the Virginia Release Instrument and the Alabama Release Instrument with the applicable recording offices and for the payment of all associated recording fees, transfer taxes, documentary stamps, or other charges imposed by the applicable governmental authority in connection therewith. Prescott shall have no obligation to bear any such recording fees or charges.

Prescott agrees to cooperate fully with Keystone National Title Services, LLC (the "Title Company") in connection with the issuance of endorsements, date-down searches, or updated lien search reports confirming the release and discharge of the existing deeds of trust and mortgages encumbering the properties described above. Such cooperation shall include, without limitation, responding promptly to reasonable inquiries from the Title Company, providing payoff confirmation letters or similar documents as may be customarily required by the Title Company, and executing such affidavits or certifications as the Title Company may reasonably request in connection therewith.

4.4 Return of Pledged Collateral

Upon receipt of the Payoff Amount in full, Prescott shall return to the Borrower (or as otherwise directed by the Borrower in writing) all original stock certificates, membership interest certificates, executed-in-blank stock powers, executed-in-blank transfer documents, and any other physical instruments, documents, or tangible collateral held by Prescott (or by any agent, custodian, or depositary acting on Prescott's behalf) under or in connection with the Existing Loan Documents. Such return shall be effected by hand delivery or nationally recognized overnight courier (such as Sundial Data Systems or Halcyon Partners LLC), with signature confirmation and insurance for the full value of the items being returned, within five (5) business days following receipt of the Payoff Amount in full. Delivery shall be made to the Borrower at the address set forth in the addressee block above (Attention: Gregory Alston, General Counsel & Secretary) or to such other address as the Borrower may designate in writing.

Without limiting the generality of the foregoing, the pledged collateral to be returned includes the following items currently held by Prescott in its vault at 245 Park Avenue, 12th Floor, New York, NY 10167:

(i) Original Certificate No. 001 representing 100% of the membership interests in Whitmore Propulsion Systems, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower, together with an undated stock power executed in blank by the Borrower;

(ii) Original Certificate No. 001 representing 100% of the membership interests in Whitmore Avionics Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of the Borrower, together with an undated transfer document executed in blank by the Borrower; and

(iii) All other original certificates, instruments, or documents pledged to and held by Prescott under the Pledge Agreement dated March 15, 2021, to the extent any such items exist.

Prescott shall provide the Borrower with a written receipt and inventory of all items returned, and the Borrower shall acknowledge receipt of such items in writing upon delivery.

5. Representations and Confirmations of Prescott

Prescott hereby represents, warrants, and confirms to the Borrower, the Borrower's counsel, and the Administrative Agent's counsel under the New Credit Agreement, as of the date hereof and as of the Anticipated Payoff Date (or, if different, the actual date on which the Payoff Amount is received in full):

(a) Sole Lender Status. Prescott is the sole lender and sole holder of all obligations, claims, and indebtedness arising under the Existing Credit Agreement and the Existing Loan Documents. No participations in, or assignments of, the Existing Term Loan or any other rights or obligations under the Existing Credit Agreement or any other Existing Loan Document have been granted, sold, transferred, or otherwise conveyed by Prescott to any other person or entity. Prescott has full right, power, and authority to deliver this Payoff Letter and to perform its obligations hereunder, including the release of all liens, security interests, and encumbrances as contemplated herein.

(b) Outstanding Principal Balance. The outstanding principal balance of the Existing Term Loan as of the date hereof is One Hundred Sixty-Eight Million Seven Hundred Fifty Thousand Dollars ($168,750,000.00). This balance reflects the original principal amount of $210,000,000.00, reduced by cumulative scheduled amortization payments totaling $41,250,000.00 made by the Borrower in accordance with the Existing Credit Agreement. No other principal payments, whether voluntary prepayments or mandatory prepayments, have been made or are pending.

(c) No Default. No Event of Default (as defined in the Existing Credit Agreement) or event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, has occurred and is continuing under the Existing Credit Agreement or any other Existing Loan Document as of the date of this Payoff Letter. The Borrower and each guarantor are in compliance with all covenants, terms, and conditions of the Existing Loan Documents.

(d) No Other Amounts Outstanding. There are no unreimbursed expenses, indemnification claims, reimbursement obligations, unpaid fees, or other amounts outstanding, accrued, or owing from the Borrower or any guarantor to Prescott under or in connection with the Existing Loan Documents, other than the Payoff Amount as set forth in Section 2 above. Prescott has not delivered, and does not intend to deliver, any notice of claim for indemnification or expense reimbursement under the Existing Loan Documents.

(e) Full Discharge. Upon receipt by Prescott of the Payoff Amount (including any applicable per diem interest) in full in immediately available funds, (i) all obligations of the Borrower and each guarantor under the Existing Loan Documents shall be deemed irrevocably and unconditionally paid, satisfied, and discharged in full, (ii) all commitments of Prescott under the Existing Credit Agreement shall be terminated, and (iii) all guarantees executed by any subsidiary guarantor in connection with the Existing Loan Documents shall be released and discharged. With respect to any indemnification, expense reimbursement, or other obligations under the Existing Loan Documents that by their express terms survive the termination of the Existing Credit Agreement or the repayment of the Existing Term Loan, Prescott hereby confirms that no such surviving obligations are outstanding as of the date hereof, and Prescott hereby irrevocably waives any and all rights to assert any such surviving claims, to the fullest extent permitted by applicable law.

6. Relationship to New Credit Facility

Prescott acknowledges that the payoff of the Existing Term Loan is being made in connection with, and substantially contemporaneous with, the initial borrowing under that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (CUSIP 96438LAA3), among Whitmore Aerospace LLC, as borrower, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, and Swingline Lender (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "New Credit Agreement").

Prescott further acknowledges that the Payoff Amount shall be funded from the proceeds of the initial draw under the New Credit Agreement, and that such initial draw is expected to occur on or about March 1, 2026. The closing of the New Credit Agreement and the initial borrowing thereunder are conditioned, among other things, upon the contemporaneous payoff of the Existing Term Loan and the release of all liens and security interests held by Prescott under the Existing Loan Documents.

Coordination of Lien Releases and New Liens. Prescott, in its capacity as Collateral Agent under the New Credit Agreement, acknowledges that the release of the existing liens held by Prescott in its capacity as sole lender under the Existing Credit Agreement is a condition precedent to the granting of new first-priority liens in favor of Prescott, as Collateral Agent under the New Credit Agreement, for the benefit of the secured parties thereunder. The lien releases contemplated by Section 4 of this Payoff Letter shall be deemed effective simultaneously with, and conditioned only upon, receipt by Prescott of the Payoff Amount in full in immediately available funds. Prescott shall not assert that any lien, security interest, or encumbrance under the Existing Loan Documents remains in effect following receipt of the Payoff Amount, and Prescott acknowledges that the new liens granted under the New Credit Agreement and the related security documents shall attach to the collateral free and clear of the existing liens upon such receipt.

No Impairment of New Credit Agreement. Nothing in this Payoff Letter shall affect, limit, or impair Prescott's rights, obligations, duties, or entitlements in its capacity as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, or Swingline Lender under the New Credit Agreement or any loan document executed in connection therewith. The delivery of this Payoff Letter by Prescott in its capacity as sole lender under the Existing Credit Agreement is made independently of, and without prejudice to, Prescott's separate roles under the New Credit Agreement.

7. Direction to Apply Funds

Upon receipt by Prescott of the payoff wire in accordance with Section 3 above, Prescott is hereby authorized and directed to apply the funds received in the following order of priority:

First, to the payment of all accrued and unpaid interest under the Existing Credit Agreement (estimated to be $562,500.00 as of the Anticipated Payoff Date of March 1, 2026, plus per diem interest, if any, accruing from March 2, 2026 through the actual date of receipt);

Second, to the repayment in full of all outstanding principal under the Existing Credit Agreement ($168,750,000.00); and

Third, to any other fees, costs, expenses, or other amounts then due and owing under the Existing Loan Documents (which Prescott confirms are $0.00 as of the date hereof and the Anticipated Payoff Date).

If Prescott receives funds in an amount exceeding the Payoff Amount (as adjusted for any applicable per diem interest), Prescott shall promptly (and in any event within two (2) business days following receipt) remit such excess funds to Whitmore Aerospace LLC's operating account by wire transfer, in accordance with the wire instructions to be separately provided by the Borrower in the Closing Funds Flow Memorandum prepared in connection with the initial borrowing under the New Credit Agreement. Pending receipt of such wire instructions, Prescott shall hold any excess funds in a non-interest-bearing account for the benefit of the Borrower.

8. Miscellaneous Provisions

8.1 Governing Law

This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each party hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, New York, New York, for the resolution of any dispute arising out of or relating to this Payoff Letter.

8.2 Irrevocability. This Payoff Letter, and all obligations of Prescott hereunder, shall be irrevocable through and including 5:00 p.m. (Eastern Time) on March 15, 2026. If the Payoff Amount (including any applicable per diem interest) is not received in full by 5:00 p.m. (Eastern Time) on March 15, 2026, this Payoff Letter shall automatically expire and shall be of no further force or effect, and the Borrower shall be required to request a new payoff statement from Prescott. For the avoidance of doubt, the obligations of Prescott set forth in Sections 4 and 5 hereof (including, without limitation, the obligation to release liens, file termination statements, deliver discharge instruments, and return pledged collateral) shall survive the receipt of the Payoff Amount and shall not expire until fully performed, provided that the Payoff Amount has been received on or before the expiration date specified herein.

8.3 Counterparts and Electronic Delivery

This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile or electronic transmission (including by email in portable document format (PDF)) shall be effective as delivery of a manually executed counterpart. The words "execution," "execute," "signed," "signature," and words of like import in or related to this Payoff Letter shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

8.4 No Modification

This Payoff Letter may not be amended, modified, supplemented, waived, or otherwise changed except by a written instrument signed by Prescott and the Borrower (or their respective authorized representatives). No course of dealing between the parties and no usage of trade shall be relevant to supplement, explain, or modify any term used in this Payoff Letter.

8.5 Notices. All notices, requests, demands, consents, and other communications under this Payoff Letter shall be in writing and shall be sent to the parties at the addresses set forth in the addressee block of this Payoff Letter. Notices to Prescott shall be sent to:

Prescott National Bank, N.A. Leveraged Finance Group 245 Park Avenue, 12th Floor New York, NY 10167

Attention: Victoria Engstrom, Managing Director

Email: victoria.engstrom@prescottnb.com

Telephone: (212) 555-3847

Notices may be delivered by hand, by nationally recognized overnight courier, by registered or certified mail (return receipt requested), or by email (with confirmation of receipt). Notices shall be deemed received upon actual receipt or, in the case of email, upon confirmation of delivery to the recipient's email server.

8.6 Further Assurances

Prescott agrees to execute and deliver such further documents, instruments, filings, and certificates, and to take such further actions, as may be reasonably requested by the Borrower or the Borrower's counsel to effectuate the purposes of this Payoff Letter, including without limitation any corrective filings, re-recordings, supplemental termination statements, amended termination statements, lost instrument affidavits, or other instruments or documents that may be required by any filing office, recording office, title company, or governmental authority to confirm, evidence, or perfect the release of liens and security interests contemplated hereby. Prescott shall execute and deliver any such additional documents promptly and without unreasonable delay following receipt of a written request from the Borrower or the Borrower's counsel, and the Borrower shall reimburse Prescott for any reasonable out-of-pocket costs and expenses incurred by Prescott in connection with the execution and delivery of such additional documents (excluding Prescott's internal costs and attorney's fees).

[Signature Pages Follow]

SIGNATURE PAGE TO PAYOFF LETTER AND LIEN RELEASE

IN WITNESS WHEREOF, Prescott National Bank, N.A. has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.

PRESCOTT NATIONAL BANK, N.A., as Sole Lender under the Existing Credit Agreement

By: ________

Name: Victoria Engstrom

Title: Managing Director, Leveraged Finance

Address: 245 Park Avenue, 12th Floor

New York, NY 10167

Date: ________

ACKNOWLEDGMENT AND AGREEMENT OF BORROWER

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and authorizes the application of funds as described in Section 7 above. The Borrower confirms that it intends to remit the Payoff Amount on or about the Anticipated Payoff Date from proceeds of the initial borrowing under the New Credit Agreement and that it will provide the advance notice required by Section 3 above.

WHITMORE AEROSPACE LLC

By: ________

Name: Sandra Petrova

Title: Chief Financial Officer

Address: 2400 Centennial Tower Drive, Suite 800

Herndon, VA 20170

Date: ________

EXHIBIT A

EXISTING LOAN DOCUMENTS SUBJECT TO RELEASE

The following is a complete list of all Existing Loan Documents (as defined in the Payoff Letter) that shall be deemed satisfied, discharged, and terminated upon receipt by Prescott National Bank, N.A. of the Payoff Amount in full:

1. Senior Secured Term Loan Agreement, dated as of March 15, 2021, by and between Whitmore Aerospace LLC, as borrower, and Prescott National Bank, N.A., as sole lender (as amended, supplemented, restated, or otherwise modified from time to time, the "Existing Credit Agreement").

2. Promissory Note, dated March 15, 2021, in the original principal amount of $210,000,000.00, executed by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A.

3. Pledge and Security Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (granting a security interest in substantially all personal property assets of the Borrower).

4. Pledge Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (pledging 100% of the equity interests in the Borrower's direct and indirect subsidiaries, including Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC).

5. Deed of Trust, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Aerospace LLC for the benefit of Prescott National Bank, N.A., recorded in Fairfax County, Virginia as Instrument No. 2021-035782 on March 18, 2021, encumbering the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170.

6. Mortgage, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. for the benefit of Prescott National Bank, N.A., recorded in Madison County, Alabama in Book 2021, Page 4417, on March 19, 2021, encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, AL 35808.

7. UCC-1 Financing Statement, filed with the Delaware Secretary of State, File No. 2021-1483726, filed March 15, 2021, naming Whitmore Aerospace LLC (DE SOS Filing No. 5738291) as debtor and Prescott National Bank, N.A. as secured party.

8. UCC-1 Financing Statement, filed with the Virginia State Corporation Commission, File No. 210315-00489, filed March 15, 2021, naming Whitmore Aerospace LLC as debtor and Prescott National Bank, N.A. as secured party.

9. Guarantee Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC, as subsidiary guarantors, in favor of Prescott National Bank, N.A., guaranteeing the obligations of Whitmore Aerospace LLC under the Existing Credit Agreement.

10. All amendments, supplements, restatements, modifications, waivers, consents, and other documents executed, delivered, or filed in connection with, or as amendments or supplements to, any of the foregoing Existing Loan Documents, whether or not specifically enumerated above.

EXHIBIT B

FORMS OF UCC-3 TERMINATION STATEMENTS

B-1: UCC-3 Termination Statement — Delaware

UCC FINANCING STATEMENT AMENDMENT (UCC-3)

This UCC-3 Termination Statement has been pre-authorized by Prescott National Bank, N.A., as secured party, for filing with the Delaware Secretary of State upon receipt of the Payoff Amount (as defined in the Payoff Letter dated January 30, 2026). This form is authorized for filing by Prescott National Bank, N.A. and by Calderwood & Harkness LLP on behalf of Prescott National Bank, N.A., as described in Section 4.2 of the Payoff Letter.

PRESCOTT NATIONAL BANK, N.A., as Secured Party

By: ________

Name: Victoria Engstrom

Title: Managing Director, Leveraged Finance

Date: ________

B-2: UCC-3 Termination Statement — Virginia

UCC FINANCING STATEMENT AMENDMENT (UCC-3)

This UCC-3 Termination Statement has been pre-authorized by Prescott National Bank, N.A., as secured party, for filing with the Virginia State Corporation Commission upon receipt of the Payoff Amount (as defined in the Payoff Letter dated January 30, 2026). This form is authorized for filing by Prescott National Bank, N.A. and by Calderwood & Harkness LLP on behalf of Prescott National Bank, N.A., as described in Section 4.2 of the Payoff Letter.

PRESCOTT NATIONAL BANK, N.A., as Secured Party

By: ________

Name: Victoria Engstrom

Title: Managing Director, Leveraged Finance

Date: ________

EXHIBIT C

FORMS OF MORTGAGE / DEED OF TRUST DISCHARGE INSTRUMENTS

Exhibit C-1: Certificate of Satisfaction and Release of Deed of Trust (Fairfax County, Virginia)

CERTIFICATE OF SATISFACTION AND RELEASE OF DEED OF TRUST

KNOW ALL PERSONS BY THESE PRESENTS:

That PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, NC 28202 (the "Beneficiary"), being the present holder and owner of the indebtedness secured by that certain Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") dated as of March 15, 2021, made and executed by WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Grantor"), to the trustee named therein, for the benefit of the Beneficiary, which Deed of Trust was duly recorded in the Clerk's Office of the Circuit Court of Fairfax County, Virginia on March 18, 2021 as Instrument No. 2021-035782, and which encumbers the real property more particularly described as:

All that certain lot or parcel of land, together with all improvements, fixtures, and appurtenances thereto, situate, lying, and being in Fairfax County, Virginia, commonly known as 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, and more particularly described in the Deed of Trust recorded as aforesaid (the "Property");

DOES HEREBY CERTIFY, ACKNOWLEDGE, AND DECLARE that the indebtedness and all other obligations secured by the Deed of Trust have been fully paid, satisfied, and discharged, and that the Beneficiary hereby releases, surrenders, cancels, and discharges the lien of the Deed of Trust and all right, title, and interest of the Beneficiary (and of any trustee acting on its behalf) in and to the Property, and authorizes the Clerk of the Circuit Court of Fairfax County, Virginia to mark the Deed of Trust as satisfied and released of record.

IN WITNESS WHEREOF, the Beneficiary has caused this Certificate of Satisfaction and Release of Deed of Trust to be duly executed by its authorized officer as of the _ day of ___, 2026.

PRESCOTT NATIONAL BANK, N.A.

By: ________

Name: Victoria Engstrom

Title: Managing Director, Leveraged Finance

COMMONWEALTH OF VIRGINIA COUNTY / CITY OF _______________

Before me, the undersigned notary public, on this _ day of ___, 2026, personally appeared Victoria Engstrom, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Managing Director, Leveraged Finance of Prescott National Bank, N.A., and that by her signature on the instrument, the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public My Commission Expires: ___ Registration No.: ____

Exhibit C-2: Satisfaction and Release of Mortgage (Madison County, Alabama)

SATISFACTION AND RELEASE OF MORTGAGE

STATE OF ALABAMA COUNTY OF MADISON

KNOW ALL MEN BY THESE PRESENTS:

That PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, NC 28202 (the "Mortgagee"), being the present holder and owner of the indebtedness secured by that certain Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") dated as of March 15, 2021, made and executed by WHITMORE PROPULSION SYSTEMS, INC., a Delaware corporation (the "Mortgagor"), in favor of the Mortgagee, which Mortgage was duly recorded in the Office of the Judge of Probate of Madison County, Alabama on March 19, 2021 in Book 2021, Page 4417, and which encumbers the real property more particularly described as:

All that certain lot or parcel of land, together with all improvements, fixtures, and appurtenances thereto, situate, lying, and being in Madison County, Alabama, commonly known as 7100 Redstone Gateway Boulevard, Huntsville, AL 35808, and more particularly described in the Mortgage recorded as aforesaid (the "Property");

DOES HEREBY ACKNOWLEDGE, CERTIFY, AND DECLARE that the mortgage debt and all other indebtedness and obligations secured by the Mortgage have been fully paid, satisfied, and discharged, and the Mortgagee hereby releases, satisfies, cancels, and discharges the lien of the Mortgage and all right, title, and interest of the Mortgagee in and to the Property, and hereby authorizes the Judge of Probate of Madison County, Alabama (or any other proper officer) to cancel and satisfy the Mortgage of record.

IN WITNESS WHEREOF, the Mortgagee has caused this Satisfaction and Release of Mortgage to be duly executed by its authorized officer as of the _ day of ___, 2026.

PRESCOTT NATIONAL BANK, N.A.

By: ________

Name: Victoria Engstrom

Title: Managing Director, Leveraged Finance

STATE OF _______________ COUNTY OF _______________

Before me, the undersigned notary public in and for said State and County, on this _ day of ___, 2026, personally appeared Victoria Engstrom, who is known to me (or who has been identified to me by satisfactory evidence) to be the Managing Director, Leveraged Finance of Prescott National Bank, N.A., and who, being by me first duly sworn, acknowledged that she executed the foregoing instrument as the act and deed of said national banking association, voluntarily and for the purposes therein expressed.

WITNESS my hand and official seal.

________________________________________

Notary Public State of ___ My Commission Expires: _____

Prepared by and after recording return to: Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Attention: Philip Hartmann, Partner

Component	Amount
Outstanding Principal Balance	$168,750,000.00
Accrued and Unpaid Interest (through March 1, 2026, at SOFR + 275 bps)	$562,500.00 (estimated)
Prepayment Premium or Penalty	$0.00
Accrued and Unpaid Fees	$0.00
Other Costs, Expenses, or Charges	$0.00
Total Payoff Amount	$169,312,500.00
Field	Detail
Bank Name	Prescott National Bank, N.A.
Bank Address	550 South Tryon Street, Charlotte, NC 28202
ABA Routing Number	053-200-194
Account Name	Prescott National Bank, N.A. — Loan Payoff Account
Account Number	8827-4401-6653
Reference	Whitmore Aerospace LLC — Existing Facility Payoff / LF-2025-08742
Attention	Victoria Engstrom, Managing Director, Leveraged Finance
Filing	Jurisdiction / Filing Office	File Number	Original Filing Date	Debtor
UCC-1 (Delaware)	Delaware Secretary of State	2021-1483726	March 15, 2021	Whitmore Aerospace LLC (DE SOS Filing No. 5738291)
UCC-1 (Virginia)	Virginia State Corporation Commission	210315-00489	March 15, 2021	Whitmore Aerospace LLC
Instrument	Property	Recording Information	County / State
Deed of Trust, Assignment of Leases and Rents, and Security Agreement	2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170 (Whitmore Aerospace LLC headquarters; appraised value $32,000,000)	Instrument No. 2021-035782, recorded March 18, 2021	Fairfax County, Virginia
Mortgage, Assignment of Leases and Rents, and Security Agreement	7100 Redstone Gateway Boulevard, Huntsville, AL 35808 (Whitmore Propulsion Systems, Inc. manufacturing facility; appraised value $28,000,000)	Book 2021, Page 4417, recorded March 19, 2021	Madison County, Alabama
Field	Information
Filing Office	Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Initial Financing Statement File Number	2021-1483726
Initial Financing Statement Filing Date	March 15, 2021

Amendment Type	TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement.
Debtor Name	Whitmore Aerospace LLC
Debtor Mailing Address	2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170
Debtor Jurisdiction of Organization	Delaware
Debtor Organizational ID (DE SOS)	5738291
Debtor EIN	82-3194567
Secured Party Name	Prescott National Bank, N.A.
Secured Party Mailing Address	245 Park Avenue, 12th Floor, New York, NY 10167
Field	Information
Filing Office	Virginia State Corporation Commission, Clerk's Office, 1300 East Main Street, 1st Floor, Richmond, VA 23219
Initial Financing Statement File Number	210315-00489
Initial Financing Statement Filing Date	March 15, 2021
Amendment Type	TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement.
Debtor Name	Whitmore Aerospace LLC
Debtor Mailing Address	2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170
Debtor Jurisdiction of Organization	Delaware
Debtor EIN	82-3194567
Secured Party Name	Prescott National Bank, N.A.
Secured Party Mailing Address	245 Park Avenue, 12th Floor, New York, NY 10167

PRESCOTT NATIONAL BANK, N.A. 550 South Tryon Street Charlotte, NC 28202
Leveraged Finance Group 245 Park Avenue, 12th Floor New York, NY 10167
Internal Deal ID: LF-2025-08742
January 30, 2026
PAYOFF LETTER AND LIEN RELEASE IRREVOCABLE THROUGH MARCH 15, 2026
VIA EMAIL AND OVERNIGHT COURIER
Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, VA 20170
Attention: Sandra Petrova, Chief Financial Officer
Gregory Alston, General Counsel & Secretary
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Philip Hartmann, Partner
Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, NY 10017
Attention: Raymond Okafor, Partner
Ladies and Gentlemen:
Reference is made to the existing credit facility described in Section 1 below. This payoff letter (this "Payoff Letter") sets forth the amount required to pay in full all outstanding obligations of Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), and each subsidiary guarantor under the Existing Loan Documents (as defined below), and the commitments of Prescott National Bank, N.A. ("Prescott") with respect to the release of all liens, security interests, and encumbrances held by Prescott in connection therewith. This Payoff Letter is dated as of January 30, 2026 and is effective and irrevocable through and including March 15, 2026, providing a window beyond the anticipated initial draw date of March 1, 2026 under the new credit facility described in Section 6 below.
1. Reference to Existing Facility
This Payoff Letter relates to that certain Senior Secured Term Loan Agreement, dated as of March 15, 2021 (as amended, supplemented, restated, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and between Whitmore Aerospace LLC, as borrower (in such capacity, the "Borrower"), and Prescott National Bank, N.A., as sole lender (in such capacity, the "Lender"). The Existing Credit Agreement provided for a senior secured term loan in the original principal amount of Two Hundred Ten Million Dollars ($210,000,000.00) (the "Existing Term Loan"). The Existing Credit Agreement is governed by the laws of the State of New York.
As used herein, the term "Existing Loan Documents" means, collectively, the Existing Credit Agreement and all promissory notes, security agreements, pledge agreements, deeds of trust, mortgages, guarantees, UCC financing statements, and all other agreements, instruments, certificates, and documents executed, delivered, or filed in connection with the Existing Credit Agreement, as more fully identified in Exhibit A attached hereto.
Prescott hereby confirms that it is the sole lender, sole creditor, and sole secured party under the Existing Credit Agreement and the Existing Loan Documents. No syndication, participation, or assignment of any portion of the Existing Term Loan or any of Prescott's rights or obligations under the Existing Loan Documents has been effected as of the date hereof. Accordingly, no agent capacity distinction is applicable to Prescott's role under the Existing Loan Documents, and Prescott is delivering this Payoff Letter in its capacity as the sole lender and sole secured party.
2. Payoff Amount
The payoff amount set forth in this Section 2 (the "Payoff Amount") has been calculated as of March 1, 2026 (the "Anticipated Payoff Date"), which is the date on which the Borrower anticipates remitting the payoff wire in connection with the initial borrowing under the New Credit Agreement (as defined in Section 6 below). The Payoff Amount is comprised of the following components:
Principal Balance. The original principal amount of the Existing Term Loan was $210,000,000.00. Since the closing of the Existing Credit Agreement on March 15, 2021, the Borrower has made cumulative scheduled amortization payments totaling $41,250,000.00 in accordance with the amortization schedule set forth in Section 2.05 of the Existing Credit Agreement. No voluntary or mandatory prepayments other than such scheduled amortization have been made. Accordingly, the outstanding principal balance of the Existing Term Loan as of the date hereof, and as of the Anticipated Payoff Date, is $168,750,000.00.
Accrued Interest. Interest on the outstanding principal balance has been calculated at the applicable rate under the Existing Credit Agreement. As of the date of this Payoff Letter, the Existing Term Loan bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum (2.75%), calculated on the basis of a 360-day year and actual days elapsed, as provided in Section 2.06 of the Existing Credit Agreement. The accrued and unpaid interest amount of $562,500.00 set forth above represents Prescott's good faith estimate of interest accruing through and including March 1, 2026. This amount is subject to adjustment based on the actual SOFR rate in effect during the applicable interest period; however, the estimated amount set forth above shall be deemed the amount required for purposes of this Payoff Letter, and Prescott agrees that it shall not assert any claim for additional interest relating to the period through March 1, 2026 in excess of the Payoff Amount.
Per Diem Interest. If the Payoff Amount is received after March 1, 2026 but on or before the expiration of this Payoff Letter at 5:00 p.m. (Eastern Time) on March 15, 2026, additional per diem interest shall accrue and be payable for each day after March 1, 2026 through and including the actual date of receipt of funds in immediately available form. The per diem interest amount is approximately $21,406.25 per day, calculated as follows: $168,750,000.00 × (SOFR + 2.75%) / 360 (estimated based on a blended rate of approximately 4.5675% per annum). The Borrower shall remit such additional per diem interest simultaneously with the Payoff Amount as adjusted to reflect the actual payoff date. Prescott shall provide the Borrower with a revised payoff amount reflecting updated per diem calculations upon reasonable request.
No Prepayment Premium. Prescott hereby confirms that no prepayment premium, make-whole amount, yield maintenance payment, breakage cost, or other early termination fee is due or payable under the Existing Credit Agreement or any other Existing Loan Document in connection with the payoff of the Existing Term Loan contemplated by this Payoff Letter. The soft-call protection period applicable to the Existing Term Loan under Section 2.09(b) of the Existing Credit Agreement expired on March 15, 2023, and no other prepayment penalty or premium is applicable under the terms of the Existing Credit Agreement.
No Other Amounts. Prescott confirms that, other than the Payoff Amount as set forth above (together with any applicable per diem interest), no other fees, costs, expenses, charges, indemnification amounts, or other obligations are due or owing from the Borrower or any guarantor to Prescott under or in connection with the Existing Loan Documents as of the date hereof or the Anticipated Payoff Date.
Expiration. If the Payoff Amount (including any applicable per diem interest) is not received in full by 5:00 p.m. (Eastern Time) on March 15, 2026, this Payoff Letter shall automatically expire and be of no further force or effect, and a new payoff statement must be requested by the Borrower from Prescott.
3. Wire Transfer Instructions
All payoff funds must be remitted in United States dollars in immediately available (same-day) federal funds by wire transfer to the following account:
The wire transfer must include the reference line set forth above (i.e., "Whitmore Aerospace LLC — Existing Facility Payoff / LF-2025-08742") to ensure proper identification and timely application of funds to the payoff of the Existing Term Loan. Failure to include the reference line may result in delays in the processing and application of the payoff wire, for which Prescott shall bear no responsibility.
The Borrower must provide at least one (1) business day's advance written notice to Victoria Engstrom, Managing Director, Leveraged Finance, of the anticipated date on which the payoff wire will be sent. Such notice shall be delivered by email to victoria.engstrom@prescottnb.com, with a courtesy telephone confirmation to (212) 555-3847 (direct line). Notice may also be provided by the Borrower's counsel, Calderwood & Harkness LLP, on behalf of the Borrower.
The Payoff Amount must be received in full in a single wire transfer (or, with Prescott's prior written consent, in multiple wires received on the same business day that in the aggregate equal the Payoff Amount). Partial payments will not be accepted as constituting a payoff under this Payoff Letter, and no partial payment shall give rise to any obligation of Prescott to release any lien, security interest, or encumbrance under the Existing Loan Documents.
4. Confirmation of Lien Release Commitments
4.1 General Release Covenant
Upon receipt by Prescott of the full Payoff Amount (including any applicable per diem interest) in immediately available funds in the account designated in Section 3 above, Prescott irrevocably agrees to:
(a) Release all liens, security interests, and encumbrances. Prescott shall release, and hereby does release (effective upon and subject only to receipt of the Payoff Amount in full), all liens, security interests, mortgages, deeds of trust, pledges, charges, claims, and encumbrances of every kind and nature held by Prescott in and to any and all real property, personal property, fixtures, and other collateral securing, or purporting to secure, the obligations of the Borrower and each guarantor under the Existing Loan Documents (collectively, the "Existing Collateral"). Such release shall be unconditional and absolute, and shall apply to all Existing Collateral whether or not specifically identified herein, in the Existing Credit Agreement, or in any other Existing Loan Document.
(b) Execute and deliver release instruments. Prescott shall execute and deliver, or cause to be executed and delivered, all termination statements (including UCC-3 Termination Statements), certificates of satisfaction, releases of mortgages, releases of deeds of trust, discharges, reconveyances, and all other instruments, filings, and documents as may be reasonably necessary or appropriate to evidence and effectuate the release of all liens, security interests, and encumbrances described in clause (a) above, in each case in proper form for filing with or recording in the applicable governmental or filing offices. The specific commitments of Prescott with respect to certain of such instruments are set forth in Sections 4.2, 4.3, and 4.4 below.
(c) Return pledged collateral. Prescott shall return to the Borrower (or as otherwise directed by the Borrower in writing) all original stock certificates, membership interest certificates, executed-in-blank stock powers, transfer documents, promissory notes, instruments, chattel paper, and any other tangible collateral held by Prescott or its agents, custodians, or depositaries in connection with the Existing Loan Documents, in accordance with Section 4.4 below.
4.2 UCC-3 Termination Statements
Prescott commits to authorize and file, or cause to be filed, UCC-3 Termination Statements with respect to the following UCC-1 Financing Statements previously filed by or on behalf of Prescott as secured party in connection with the Existing Loan Documents:
Prescott shall file, or authorize the Borrower's counsel to file on Prescott's behalf, each UCC-3 Termination Statement within five (5) business days following receipt of the Payoff Amount in full. Pre-prepared forms of UCC-3 Termination Statements are attached hereto as Exhibit B and have been reviewed and pre-authorized by Prescott for filing upon receipt of the Payoff Amount.
Promptly following receipt of file-stamped copies of each UCC-3 Termination Statement from the applicable filing office, Prescott shall deliver copies thereof to the Borrower (Attention: Gregory Alston, General Counsel & Secretary) and to the Borrower's counsel, Calderwood & Harkness LLP (Attention: Philip Hartmann), by email and overnight courier.
Prescott hereby further authorizes Calderwood & Harkness LLP, as counsel to the Borrower, to prepare, execute (as Prescott's authorized representative), and file such UCC-3 Termination Statements on Prescott's behalf with the Delaware Secretary of State and the Virginia State Corporation Commission, at the Borrower's sole cost and expense, in the event that Prescott has not filed the same within the five (5) business day period specified above. This authorization shall be irrevocable upon receipt of the Payoff Amount in full and shall survive the expiration or termination of this Payoff Letter for a period of ninety (90) days following such receipt.
4.3 Mortgage and Deed of Trust Discharges
Prescott commits to execute and deliver recordable instruments discharging the following mortgages and deeds of trust previously recorded by or on behalf of Prescott as secured party in connection with the Existing Loan Documents:
Virginia Property — Deed of Trust Discharge. With respect to the Deed of Trust, Assignment of Leases and Rents, and Security Agreement recorded in Fairfax County, Virginia as Instrument No. 2021-035782, Prescott shall execute and deliver a Certificate of Satisfaction and Release of Deed of Trust (the "Virginia Release Instrument") in recordable form suitable for filing with the Clerk of the Circuit Court of Fairfax County, Virginia. Prescott shall execute and deliver the Virginia Release Instrument within ten (10) business days following receipt of the Payoff Amount in full. A form of the Virginia Release Instrument is attached hereto as Exhibit C-1.
Alabama Property — Mortgage Discharge. With respect to the Mortgage, Assignment of Leases and Rents, and Security Agreement recorded in Madison County, Alabama in Book 2021, Page 4417, Prescott shall execute and deliver a Satisfaction and Release of Mortgage (the "Alabama Release Instrument") in recordable form suitable for filing with the Judge of Probate of Madison County, Alabama. Prescott shall execute and deliver the Alabama Release Instrument within ten (10) business days following receipt of the Payoff Amount in full. A form of the Alabama Release Instrument is attached hereto as Exhibit C-2.
The Borrower or the Borrower's counsel, Calderwood & Harkness LLP, shall be responsible for recording the Virginia Release Instrument and the Alabama Release Instrument with the applicable recording offices and for the payment of all associated recording fees, transfer taxes, documentary stamps, or other charges imposed by the applicable governmental authority in connection therewith. Prescott shall have no obligation to bear any such recording fees or charges.
Prescott agrees to cooperate fully with Keystone National Title Services, LLC (the "Title Company") in connection with the issuance of endorsements, date-down searches, or updated lien search reports confirming the release and discharge of the existing deeds of trust and mortgages encumbering the properties described above. Such cooperation shall include, without limitation, responding promptly to reasonable inquiries from the Title Company, providing payoff confirmation letters or similar documents as may be customarily required by the Title Company, and executing such affidavits or certifications as the Title Company may reasonably request in connection therewith.
4.4 Return of Pledged Collateral
Upon receipt of the Payoff Amount in full, Prescott shall return to the Borrower (or as otherwise directed by the Borrower in writing) all original stock certificates, membership interest certificates, executed-in-blank stock powers, executed-in-blank transfer documents, and any other physical instruments, documents, or tangible collateral held by Prescott (or by any agent, custodian, or depositary acting on Prescott's behalf) under or in connection with the Existing Loan Documents. Such return shall be effected by hand delivery or nationally recognized overnight courier (such as Sundial Data Systems or Halcyon Partners LLC), with signature confirmation and insurance for the full value of the items being returned, within five (5) business days following receipt of the Payoff Amount in full. Delivery shall be made to the Borrower at the address set forth in the addressee block above (Attention: Gregory Alston, General Counsel & Secretary) or to such other address as the Borrower may designate in writing.
Without limiting the generality of the foregoing, the pledged collateral to be returned includes the following items currently held by Prescott in its vault at 245 Park Avenue, 12th Floor, New York, NY 10167:
(i) Original Certificate No. 001 representing 100% of the membership interests in Whitmore Propulsion Systems, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower, together with an undated stock power executed in blank by the Borrower;
(ii) Original Certificate No. 001 representing 100% of the membership interests in Whitmore Avionics Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of the Borrower, together with an undated transfer document executed in blank by the Borrower; and
(iii) All other original certificates, instruments, or documents pledged to and held by Prescott under the Pledge Agreement dated March 15, 2021, to the extent any such items exist.
Prescott shall provide the Borrower with a written receipt and inventory of all items returned, and the Borrower shall acknowledge receipt of such items in writing upon delivery.
5. Representations and Confirmations of Prescott
Prescott hereby represents, warrants, and confirms to the Borrower, the Borrower's counsel, and the Administrative Agent's counsel under the New Credit Agreement, as of the date hereof and as of the Anticipated Payoff Date (or, if different, the actual date on which the Payoff Amount is received in full):
(a) Sole Lender Status. Prescott is the sole lender and sole holder of all obligations, claims, and indebtedness arising under the Existing Credit Agreement and the Existing Loan Documents. No participations in, or assignments of, the Existing Term Loan or any other rights or obligations under the Existing Credit Agreement or any other Existing Loan Document have been granted, sold, transferred, or otherwise conveyed by Prescott to any other person or entity. Prescott has full right, power, and authority to deliver this Payoff Letter and to perform its obligations hereunder, including the release of all liens, security interests, and encumbrances as contemplated herein.
(b) Outstanding Principal Balance. The outstanding principal balance of the Existing Term Loan as of the date hereof is One Hundred Sixty-Eight Million Seven Hundred Fifty Thousand Dollars ($168,750,000.00). This balance reflects the original principal amount of $210,000,000.00, reduced by cumulative scheduled amortization payments totaling $41,250,000.00 made by the Borrower in accordance with the Existing Credit Agreement. No other principal payments, whether voluntary prepayments or mandatory prepayments, have been made or are pending.
(c) No Default. No Event of Default (as defined in the Existing Credit Agreement) or event that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, has occurred and is continuing under the Existing Credit Agreement or any other Existing Loan Document as of the date of this Payoff Letter. The Borrower and each guarantor are in compliance with all covenants, terms, and conditions of the Existing Loan Documents.
(d) No Other Amounts Outstanding. There are no unreimbursed expenses, indemnification claims, reimbursement obligations, unpaid fees, or other amounts outstanding, accrued, or owing from the Borrower or any guarantor to Prescott under or in connection with the Existing Loan Documents, other than the Payoff Amount as set forth in Section 2 above. Prescott has not delivered, and does not intend to deliver, any notice of claim for indemnification or expense reimbursement under the Existing Loan Documents.
(e) Full Discharge. Upon receipt by Prescott of the Payoff Amount (including any applicable per diem interest) in full in immediately available funds, (i) all obligations of the Borrower and each guarantor under the Existing Loan Documents shall be deemed irrevocably and unconditionally paid, satisfied, and discharged in full, (ii) all commitments of Prescott under the Existing Credit Agreement shall be terminated, and (iii) all guarantees executed by any subsidiary guarantor in connection with the Existing Loan Documents shall be released and discharged. With respect to any indemnification, expense reimbursement, or other obligations under the Existing Loan Documents that by their express terms survive the termination of the Existing Credit Agreement or the repayment of the Existing Term Loan, Prescott hereby confirms that no such surviving obligations are outstanding as of the date hereof, and Prescott hereby irrevocably waives any and all rights to assert any such surviving claims, to the fullest extent permitted by applicable law.
6. Relationship to New Credit Facility
Prescott acknowledges that the payoff of the Existing Term Loan is being made in connection with, and substantially contemporaneous with, the initial borrowing under that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (CUSIP 96438LAA3), among Whitmore Aerospace LLC, as borrower, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, and Swingline Lender (as the same may be amended, supplemented, restated, or otherwise modified from time to time, the "New Credit Agreement").
Prescott further acknowledges that the Payoff Amount shall be funded from the proceeds of the initial draw under the New Credit Agreement, and that such initial draw is expected to occur on or about March 1, 2026. The closing of the New Credit Agreement and the initial borrowing thereunder are conditioned, among other things, upon the contemporaneous payoff of the Existing Term Loan and the release of all liens and security interests held by Prescott under the Existing Loan Documents.
Coordination of Lien Releases and New Liens. Prescott, in its capacity as Collateral Agent under the New Credit Agreement, acknowledges that the release of the existing liens held by Prescott in its capacity as sole lender under the Existing Credit Agreement is a condition precedent to the granting of new first-priority liens in favor of Prescott, as Collateral Agent under the New Credit Agreement, for the benefit of the secured parties thereunder. The lien releases contemplated by Section 4 of this Payoff Letter shall be deemed effective simultaneously with, and conditioned only upon, receipt by Prescott of the Payoff Amount in full in immediately available funds. Prescott shall not assert that any lien, security interest, or encumbrance under the Existing Loan Documents remains in effect following receipt of the Payoff Amount, and Prescott acknowledges that the new liens granted under the New Credit Agreement and the related security documents shall attach to the collateral free and clear of the existing liens upon such receipt.
No Impairment of New Credit Agreement. Nothing in this Payoff Letter shall affect, limit, or impair Prescott's rights, obligations, duties, or entitlements in its capacity as Administrative Agent, Collateral Agent, Sole Lead Arranger, Sole Bookrunner, or Swingline Lender under the New Credit Agreement or any loan document executed in connection therewith. The delivery of this Payoff Letter by Prescott in its capacity as sole lender under the Existing Credit Agreement is made independently of, and without prejudice to, Prescott's separate roles under the New Credit Agreement.
7. Direction to Apply Funds
Upon receipt by Prescott of the payoff wire in accordance with Section 3 above, Prescott is hereby authorized and directed to apply the funds received in the following order of priority:
First, to the payment of all accrued and unpaid interest under the Existing Credit Agreement (estimated to be $562,500.00 as of the Anticipated Payoff Date of March 1, 2026, plus per diem interest, if any, accruing from March 2, 2026 through the actual date of receipt);
Second, to the repayment in full of all outstanding principal under the Existing Credit Agreement ($168,750,000.00); and
Third, to any other fees, costs, expenses, or other amounts then due and owing under the Existing Loan Documents (which Prescott confirms are $0.00 as of the date hereof and the Anticipated Payoff Date).
If Prescott receives funds in an amount exceeding the Payoff Amount (as adjusted for any applicable per diem interest), Prescott shall promptly (and in any event within two (2) business days following receipt) remit such excess funds to Whitmore Aerospace LLC's operating account by wire transfer, in accordance with the wire instructions to be separately provided by the Borrower in the Closing Funds Flow Memorandum prepared in connection with the initial borrowing under the New Credit Agreement. Pending receipt of such wire instructions, Prescott shall hold any excess funds in a non-interest-bearing account for the benefit of the Borrower.
8. Miscellaneous Provisions
8.1 Governing Law
This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each party hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, New York, New York, for the resolution of any dispute arising out of or relating to this Payoff Letter.
8.2 Irrevocability.  This Payoff Letter, and all obligations of Prescott hereunder, shall be irrevocable through and including 5:00 p.m. (Eastern Time) on March 15, 2026. If the Payoff Amount (including any applicable per diem interest) is not received in full by 5:00 p.m. (Eastern Time) on March 15, 2026, this Payoff Letter shall automatically expire and shall be of no further force or effect, and the Borrower shall be required to request a new payoff statement from Prescott. For the avoidance of doubt, the obligations of Prescott set forth in Sections 4 and 5 hereof (including, without limitation, the obligation to release liens, file termination statements, deliver discharge instruments, and return pledged collateral) shall survive the receipt of the Payoff Amount and shall not expire until fully performed, provided that the Payoff Amount has been received on or before the expiration date specified herein.
8.3 Counterparts and Electronic Delivery
This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile or electronic transmission (including by email in portable document format (PDF)) shall be effective as delivery of a manually executed counterpart. The words "execution," "execute," "signed," "signature," and words of like import in or related to this Payoff Letter shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
8.4 No Modification
This Payoff Letter may not be amended, modified, supplemented, waived, or otherwise changed except by a written instrument signed by Prescott and the Borrower (or their respective authorized representatives). No course of dealing between the parties and no usage of trade shall be relevant to supplement, explain, or modify any term used in this Payoff Letter.
8.5 Notices.  All notices, requests, demands, consents, and other communications under this Payoff Letter shall be in writing and shall be sent to the parties at the addresses set forth in the addressee block of this Payoff Letter. Notices to Prescott shall be sent to:
Prescott National Bank, N.A. Leveraged Finance Group 245 Park Avenue, 12th Floor New York, NY 10167
Attention: Victoria Engstrom, Managing Director
Email: victoria.engstrom@prescottnb.com
Telephone: (212) 555-3847
Notices may be delivered by hand, by nationally recognized overnight courier, by registered or certified mail (return receipt requested), or by email (with confirmation of receipt). Notices shall be deemed received upon actual receipt or, in the case of email, upon confirmation of delivery to the recipient's email server.
8.6 Further Assurances
Prescott agrees to execute and deliver such further documents, instruments, filings, and certificates, and to take such further actions, as may be reasonably requested by the Borrower or the Borrower's counsel to effectuate the purposes of this Payoff Letter, including without limitation any corrective filings, re-recordings, supplemental termination statements, amended termination statements, lost instrument affidavits, or other instruments or documents that may be required by any filing office, recording office, title company, or governmental authority to confirm, evidence, or perfect the release of liens and security interests contemplated hereby. Prescott shall execute and deliver any such additional documents promptly and without unreasonable delay following receipt of a written request from the Borrower or the Borrower's counsel, and the Borrower shall reimburse Prescott for any reasonable out-of-pocket costs and expenses incurred by Prescott in connection with the execution and delivery of such additional documents (excluding Prescott's internal costs and attorney's fees).
[Signature Pages Follow]
SIGNATURE PAGE TO PAYOFF LETTER AND LIEN RELEASE
IN WITNESS WHEREOF, Prescott National Bank, N.A. has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.
PRESCOTT NATIONAL BANK, N.A., as Sole Lender under the Existing Credit Agreement
By: ________
Name: Victoria Engstrom
Title: Managing Director, Leveraged Finance
Address: 245 Park Avenue, 12th Floor
New York, NY 10167
Date: ________
ACKNOWLEDGMENT AND AGREEMENT OF BORROWER
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and authorizes the application of funds as described in Section 7 above. The Borrower confirms that it intends to remit the Payoff Amount on or about the Anticipated Payoff Date from proceeds of the initial borrowing under the New Credit Agreement and that it will provide the advance notice required by Section 3 above.
WHITMORE AEROSPACE LLC
By: ________
Name: Sandra Petrova
Title: Chief Financial Officer
Address: 2400 Centennial Tower Drive, Suite 800
Herndon, VA 20170
Date: ________
EXHIBIT A
EXISTING LOAN DOCUMENTS SUBJECT TO RELEASE
The following is a complete list of all Existing Loan Documents (as defined in the Payoff Letter) that shall be deemed satisfied, discharged, and terminated upon receipt by Prescott National Bank, N.A. of the Payoff Amount in full:
1.  Senior Secured Term Loan Agreement, dated as of March 15, 2021, by and between Whitmore Aerospace LLC, as borrower, and Prescott National Bank, N.A., as sole lender (as amended, supplemented, restated, or otherwise modified from time to time, the "Existing Credit Agreement").
2.  Promissory Note, dated March 15, 2021, in the original principal amount of $210,000,000.00, executed by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A.
3.  Pledge and Security Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (granting a security interest in substantially all personal property assets of the Borrower).
4.  Pledge Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (pledging 100% of the equity interests in the Borrower's direct and indirect subsidiaries, including Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC).
5.  Deed of Trust, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Aerospace LLC for the benefit of Prescott National Bank, N.A., recorded in Fairfax County, Virginia as Instrument No. 2021-035782 on March 18, 2021, encumbering the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170.
6.  Mortgage, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. for the benefit of Prescott National Bank, N.A., recorded in Madison County, Alabama in Book 2021, Page 4417, on March 19, 2021, encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, AL 35808.
7.  UCC-1 Financing Statement, filed with the Delaware Secretary of State, File No. 2021-1483726, filed March 15, 2021, naming Whitmore Aerospace LLC (DE SOS Filing No. 5738291) as debtor and Prescott National Bank, N.A. as secured party.
8.  UCC-1 Financing Statement, filed with the Virginia State Corporation Commission, File No. 210315-00489, filed March 15, 2021, naming Whitmore Aerospace LLC as debtor and Prescott National Bank, N.A. as secured party.
9.  Guarantee Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC, as subsidiary guarantors, in favor of Prescott National Bank, N.A., guaranteeing the obligations of Whitmore Aerospace LLC under the Existing Credit Agreement.
10.  All amendments, supplements, restatements, modifications, waivers, consents, and other documents executed, delivered, or filed in connection with, or as amendments or supplements to, any of the foregoing Existing Loan Documents, whether or not specifically enumerated above.
EXHIBIT B
FORMS OF UCC-3 TERMINATION STATEMENTS
B-1: UCC-3 Termination Statement — Delaware
UCC FINANCING STATEMENT AMENDMENT (UCC-3)
This UCC-3 Termination Statement has been pre-authorized by Prescott National Bank, N.A., as secured party, for filing with the Delaware Secretary of State upon receipt of the Payoff Amount (as defined in the Payoff Letter dated January 30, 2026). This form is authorized for filing by Prescott National Bank, N.A. and by Calderwood & Harkness LLP on behalf of Prescott National Bank, N.A., as described in Section 4.2 of the Payoff Letter.
PRESCOTT NATIONAL BANK, N.A., as Secured Party
By: ________
Name: Victoria Engstrom
Title: Managing Director, Leveraged Finance
Date: ________
B-2: UCC-3 Termination Statement — Virginia
UCC FINANCING STATEMENT AMENDMENT (UCC-3)
This UCC-3 Termination Statement has been pre-authorized by Prescott National Bank, N.A., as secured party, for filing with the Virginia State Corporation Commission upon receipt of the Payoff Amount (as defined in the Payoff Letter dated January 30, 2026). This form is authorized for filing by Prescott National Bank, N.A. and by Calderwood & Harkness LLP on behalf of Prescott National Bank, N.A., as described in Section 4.2 of the Payoff Letter.
PRESCOTT NATIONAL BANK, N.A., as Secured Party
By: ________
Name: Victoria Engstrom
Title: Managing Director, Leveraged Finance
Date: ________
EXHIBIT C
FORMS OF MORTGAGE / DEED OF TRUST DISCHARGE INSTRUMENTS
Exhibit C-1: Certificate of Satisfaction and Release of Deed of Trust (Fairfax County, Virginia)
CERTIFICATE OF SATISFACTION AND RELEASE OF DEED OF TRUST
KNOW ALL PERSONS BY THESE PRESENTS:
That PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, NC 28202 (the "Beneficiary"), being the present holder and owner of the indebtedness secured by that certain Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") dated as of March 15, 2021, made and executed by WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Grantor"), to the trustee named therein, for the benefit of the Beneficiary, which Deed of Trust was duly recorded in the Clerk's Office of the Circuit Court of Fairfax County, Virginia on March 18, 2021 as Instrument No. 2021-035782, and which encumbers the real property more particularly described as:
All that certain lot or parcel of land, together with all improvements, fixtures, and appurtenances thereto, situate, lying, and being in Fairfax County, Virginia, commonly known as 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, and more particularly described in the Deed of Trust recorded as aforesaid (the "Property");
DOES HEREBY CERTIFY, ACKNOWLEDGE, AND DECLARE that the indebtedness and all other obligations secured by the Deed of Trust have been fully paid, satisfied, and discharged, and that the Beneficiary hereby releases, surrenders, cancels, and discharges the lien of the Deed of Trust and all right, title, and interest of the Beneficiary (and of any trustee acting on its behalf) in and to the Property, and authorizes the Clerk of the Circuit Court of Fairfax County, Virginia to mark the Deed of Trust as satisfied and released of record.
IN WITNESS WHEREOF, the Beneficiary has caused this Certificate of Satisfaction and Release of Deed of Trust to be duly executed by its authorized officer as of the _ day of ___, 2026.
PRESCOTT NATIONAL BANK, N.A.
By: ________
Name: Victoria Engstrom
Title: Managing Director, Leveraged Finance
COMMONWEALTH OF VIRGINIA COUNTY / CITY OF _______________
Before me, the undersigned notary public, on this _ day of ___, 2026, personally appeared Victoria Engstrom, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Managing Director, Leveraged Finance of Prescott National Bank, N.A., and that by her signature on the instrument, the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public My Commission Expires: ___ Registration No.: ____
Exhibit C-2: Satisfaction and Release of Mortgage (Madison County, Alabama)
SATISFACTION AND RELEASE OF MORTGAGE
STATE OF ALABAMA COUNTY OF MADISON
KNOW ALL MEN BY THESE PRESENTS:
That PRESCOTT NATIONAL BANK, N.A., a national banking association organized and existing under the laws of the United States of America, having its principal office at 550 South Tryon Street, Charlotte, NC 28202 (the "Mortgagee"), being the present holder and owner of the indebtedness secured by that certain Mortgage, Assignment of Leases and Rents, and Security Agreement (the "Mortgage") dated as of March 15, 2021, made and executed by WHITMORE PROPULSION SYSTEMS, INC., a Delaware corporation (the "Mortgagor"), in favor of the Mortgagee, which Mortgage was duly recorded in the Office of the Judge of Probate of Madison County, Alabama on March 19, 2021 in Book 2021, Page 4417, and which encumbers the real property more particularly described as:
All that certain lot or parcel of land, together with all improvements, fixtures, and appurtenances thereto, situate, lying, and being in Madison County, Alabama, commonly known as 7100 Redstone Gateway Boulevard, Huntsville, AL 35808, and more particularly described in the Mortgage recorded as aforesaid (the "Property");
DOES HEREBY ACKNOWLEDGE, CERTIFY, AND DECLARE that the mortgage debt and all other indebtedness and obligations secured by the Mortgage have been fully paid, satisfied, and discharged, and the Mortgagee hereby releases, satisfies, cancels, and discharges the lien of the Mortgage and all right, title, and interest of the Mortgagee in and to the Property, and hereby authorizes the Judge of Probate of Madison County, Alabama (or any other proper officer) to cancel and satisfy the Mortgage of record.
IN WITNESS WHEREOF, the Mortgagee has caused this Satisfaction and Release of Mortgage to be duly executed by its authorized officer as of the _ day of ___, 2026.
PRESCOTT NATIONAL BANK, N.A.
By: ________
Name: Victoria Engstrom
Title: Managing Director, Leveraged Finance
STATE OF _______________ COUNTY OF _______________
Before me, the undersigned notary public in and for said State and County, on this _ day of ___, 2026, personally appeared Victoria Engstrom, who is known to me (or who has been identified to me by satisfactory evidence) to be the Managing Director, Leveraged Finance of Prescott National Bank, N.A., and who, being by me first duly sworn, acknowledged that she executed the foregoing instrument as the act and deed of said national banking association, voluntarily and for the purposes therein expressed.
WITNESS my hand and official seal.
________________________________________
Notary Public State of ___ My Commission Expires: _____
Prepared by and after recording return to: Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Philip Hartmann, Partner
Component | Amount
Outstanding Principal Balance | $168,750,000.00
Accrued and Unpaid Interest (through March 1, 2026, at SOFR + 275 bps) | $562,500.00 (estimated)
Prepayment Premium or Penalty | $0.00
Accrued and Unpaid Fees | $0.00
Other Costs, Expenses, or Charges | $0.00
Total Payoff Amount | $169,312,500.00
Field | Detail
Bank Name | Prescott National Bank, N.A.
Bank Address | 550 South Tryon Street, Charlotte, NC 28202
ABA Routing Number | 053-200-194
Account Name | Prescott National Bank, N.A. — Loan Payoff Account
Account Number | 8827-4401-6653
Reference | Whitmore Aerospace LLC — Existing Facility Payoff / LF-2025-08742
Attention | Victoria Engstrom, Managing Director, Leveraged Finance
Filing | Jurisdiction / Filing Office | File Number | Original Filing Date | Debtor
UCC-1 (Delaware) | Delaware Secretary of State | 2021-1483726 | March 15, 2021 | Whitmore Aerospace LLC (DE SOS Filing No. 5738291)
UCC-1 (Virginia) | Virginia State Corporation Commission | 210315-00489 | March 15, 2021 | Whitmore Aerospace LLC
Instrument | Property | Recording Information | County / State
Deed of Trust, Assignment of Leases and Rents, and Security Agreement | 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170 (Whitmore Aerospace LLC headquarters; appraised value $32,000,000) | Instrument No. 2021-035782, recorded March 18, 2021 | Fairfax County, Virginia
Mortgage, Assignment of Leases and Rents, and Security Agreement | 7100 Redstone Gateway Boulevard, Huntsville, AL 35808 (Whitmore Propulsion Systems, Inc. manufacturing facility; appraised value $28,000,000) | Book 2021, Page 4417, recorded March 19, 2021 | Madison County, Alabama
Field | Information
Filing Office | Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Initial Financing Statement File Number | 2021-1483726
Initial Financing Statement Filing Date | March 15, 2021
Amendment Type | TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement.
Debtor Name | Whitmore Aerospace LLC
Debtor Mailing Address | 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170
Debtor Jurisdiction of Organization | Delaware
Debtor Organizational ID (DE SOS) | 5738291
Debtor EIN | 82-3194567
Secured Party Name | Prescott National Bank, N.A.
Secured Party Mailing Address | 245 Park Avenue, 12th Floor, New York, NY 10167
Field | Information
Filing Office | Virginia State Corporation Commission, Clerk's Office, 1300 East Main Street, 1st Floor, Richmond, VA 23219
Initial Financing Statement File Number | 210315-00489
Initial Financing Statement Filing Date | March 15, 2021
Amendment Type | TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement.
Debtor Name | Whitmore Aerospace LLC
Debtor Mailing Address | 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170
Debtor Jurisdiction of Organization | Delaware
Debtor EIN | 82-3194567
Secured Party Name | Prescott National Bank, N.A.
Secured Party Mailing Address | 245 Park Avenue, 12th Floor, New York, NY 10167

PRESCOTT NATIONAL BANK, N.A. 550 South Tryon Street Charlotte, NC 28202

PAYOFF LETTER AND LIEN RELEASE IRREVOCABLE THROUGH MARCH 15, 2026

VIA EMAIL AND OVERNIGHT COURIER

SIGNATURE PAGE TO PAYOFF LETTER AND LIEN RELEASE

ACKNOWLEDGMENT AND AGREEMENT OF BORROWER

WHITMORE AEROSPACE LLC

EXHIBIT A

EXISTING LOAN DOCUMENTS SUBJECT TO RELEASE

EXHIBIT B

FORMS OF UCC-3 TERMINATION STATEMENTS

UCC FINANCING STATEMENT AMENDMENT (UCC-3)

UCC FINANCING STATEMENT AMENDMENT (UCC-3)

EXHIBIT C

FORMS OF MORTGAGE / DEED OF TRUST DISCHARGE INSTRUMENTS

CERTIFICATE OF SATISFACTION AND RELEASE OF DEED OF TRUST

KNOW ALL PERSONS BY THESE PRESENTS:

PRESCOTT NATIONAL BANK, N.A.

SATISFACTION AND RELEASE OF MORTGAGE

STATE OF ALABAMA COUNTY OF MADISON

KNOW ALL MEN BY THESE PRESENTS:

PRESCOTT NATIONAL BANK, N.A.

Record

Parties

Dates

Amounts