false 0000836690 0000836690 2023-12-19 2023-12-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

December 19, 2023

  

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania 0-31157 23-2507402
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)

(IRS Employer
Identification No.)

 

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code

(610) 646-9800

 

Not applicable 
(Former name or former address, if changed since last report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share ISSC Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company.       ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.           ¨

 

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On December 19, 2023, Innovative Solutions and Support, Inc. (the “Company”) and PNC Bank, National Association (“PNC”) entered into an Amendment to Loan Documents (the “Loan Amendment”) and a corresponding Amended and Restated Revolving Line of Credit Note (“Restated Line of Credit Note”) and Amended and Restated Line of Credit and Investment Sweep Rider (the “Restated Rider”), to increase the aggregate principal amount available under the Company’s senior secured revolving line of credit from $10,000,000 to $30,000,000 and extend the maturity date until December 19, 2028. The proceeds of the Restated Line of Credit Note will be used for working capital and other general corporate purposes, for acquisitions as permitted under the Loan Amendment, and to pay off and close the loan evidenced by that certain Term Note executed in favor of PNC, dated June 28, 2023, which provides for a senior secured term loan in an aggregate principal amount of $20,000,000, with a maturity date of June 28, 2023.

 

The interest rate applicable to loans outstanding under the Restated Line of Credit is a rate per annum equal to the sum of (A) Daily SOFR (as defined in the Restated Line of Credit Note) plus (B) an unadjusted spread of Applicable SOFR Margin (as defined in the Restated Line of Credit Note) plus (C) a SOFR adjustment of ten basis points. The Applicable SOFR Margin ranges from 1.5% to 2.5% depending on the Company’s funded debt to EBITDA ratio.

 

The foregoing descriptions of the Loan Amendment, Restated Line of Credit Note and Restated Rider do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan Amendment, Restated Line of Credit Note and Restated Rider, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No. Description
10.1* Amendment to Loan Documents, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association
10.2* Amended and Restated Revolving Line of Credit, dated December 19, 2023, executed by Innovative Solutions and Support, Inc. and Innovative Solutions and Support, LLC
10.3* Amended and Restated Line of Credit and Investment Sweep Rider, dated December 19, 2023, by and among Innovative Solutions and Support, Inc., Innovative Solutions and Support, LLC, and PNC Bank, National Association
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.
   
Date: December 22, 2023 By: /s/ Relland M Winand
    Relland M Winand
    Chief Financial Officer

 

 

 

 

 

Exhibit 10.1

GRAPHIC

Amendment to Loan Documents 0PNC THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made as of December Jf/____, 2023 by and between INNOVATIVE SOLUTIONS AND SUPPORT, INC., a Pennsylvania corporation, and INNOVATIVE SOLUTIONS AND SUPPORT, LLC, a Pennsylvania limited liability company (jointly and severally, individually and collectively, the "Borrower"), and PNC BANK, NATIONAL ASSOCIATION (the "Bank"). BACKGROUND A. The Bmrnwer or another obligor has executed and delivered to the Bank ( or a predecessor which is now known by the Bank's name as set forth above), one or more promissory notes, letter agreements, loan agreements, security agreements, mortgages, pledge agreements, collateral assignments, and other agreements, instruments, certificates and documents, some or all of which are more fully described on attached Exhibit A, which is made a pmt of this Amendment ( collectively as amended from time to time, the "Loan Documents") which evidence or secure some or all of the indebtedness and other obligations of the Bonower to the Bank for one or more loans or other extensions of credit ( as used herein, collectively, together with the Obligations, if and as defined in the Loan Documents, the "Obligations"). Any initially capitalized tenns used in this Amendment without definition shall have the meanings assigned to those tenns in the Loan Documents. B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be legally bound hereby, the pmties hereto agree as follows: I. Ceitain of the Loan Documents are amended as set forth in Exhibit A. Any and all references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. To the extent that any tenn or provision of this Amendment is or may be inconsistent with any tenn or provision in any Loan Document, the tenns and provisions of this Amendment shall control. 2. The Borrower hereby ce1tifies that: (a) all of its representations and warranties in the Loan Documents, as amended by this Amendment, are, except as may otherwise be stated in this Amendment: (i) true and cmrnct as of the date of this Amendment, (ii) ratified and confitmed without condition as if made anew, and (iii) incorporated into this Amendment by reference, (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under any Loan Document which will not be cured by the execution and effectiveness of this Amendment, ( c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and canying out of this Amendment or, if required, has been obtained, and ( d) this Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Bmrnwer, enforceable in accordance with its terms. The Borrower confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. 3. The Borrower hereby confitms that any collateral for the Obligations, including liens, security interests, mmtgages, and pledges granted by the Borrower or third patties (if applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all of the Borrower's existing and future Obligations to the Bank, as modified by this Amendment. 4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply with the terms and conditions (if any) specified in Exhibit A. Form 17 A- Multistate Rev. 8/23 123961765-3

GRAPHIC

5. To induce the Bank to enter into this Amendment, the Bon-ower waives and releases and forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any liability, damage, claim, loss or expense of any kind that it may have against the Bank or any of them arising out of or relating to the Obligations. The Borrower further agrees to indemnify and hold the Bank and its officers, directors, attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense (including attorneys' fees) suffered by or rendered against the Bank or any of them on account of any claims arising out of or relating to the Obligations. The Borrower fmther states that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as its own free act and deed. 6. This Amendment may be signed in any number of counterpart copies and by the parties to this Amendment on separate counterpatts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpatt of a signature page to this Amendment by facsimile transmission shall be effective as delive1y of a manually executed counterpa1t. Upon written request by the other party (which may be made by electronic mail), any patty so executing this Amendment by facsimile transmission shall promptly deliver a manually executed counterpatt, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission. 7. Notwithstanding any other provision herein or in the other Loan Documents, the Borrower agrees that this Amendment, the Loan Documents, any other amendments thereto and any other infonnation, notice, signature card, agreement or authorization related thereto ( each, a "Communication") may, at the Bank's option, be in the form of an electronic record. Any Communication may, at the Bank's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been conveited into electronic form (such as scanned into PDF format) for transmission, delive1y and/or retention. The Borrower and the Bank acknowledge and agree that the methods for delivering Communications, including notices, under the Loan Documents include electronic transmittal to any electronic address provided by either patty to the other party from time to time. 8. The Bank may modify this Amendment for the purposes of completing m1Ss111g content or cmTecting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Bon-ower (which notice may be given by electronic mail). 9. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns. I 0. This Amendment will be interpreted and the rights and liabilities of the patties hereto dete1mined in accordance with the laws of the State identified in and goveming the Loan Documents that are being amended hereby (the "State"), excluding its conflict of laws rules, including without limitation the Electronic Transactions Act (or equivalent) in such State (or, to the extent controlling, the laws of the United States of America, including without limitation the Electronic Signatures in Global and National Commerce Act). This Amendment has been delivered to and accepted by the Bank and will be deemed to be made in the State. 11. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged, are at1d shall remain in foll force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Bank's rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and confirms the dispute resolution, waiver of jury trial or arbitration provisions, as applicable, contained in the Loan Documents, all of which are incorporated herein by reference. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -2- Form 17A-Multistate Rev. 8/23 123961765-3

GRAPHIC

WITNESS the due execution of this Amendment as a document under seal as of the date first written above. SOLUTIONS AND SUPPORT, INC. PNC BANK, NATIONAL ASSOCIATION ( l 1·1 ' 11 1· . ,,. , I ··! • . • By: l,,/·····J 1;1 . ;L; / &i! ' ·(SEAL) J~h1. DiNapoli, Senior Vice tesi' ent (/ ' - 3 - Form 17A-Mnltistate Rev. 8/23 123961765-3

GRAPHIC

A. EXHIBIT A TO AMENDMENT TO LOAN DOCUMENTS INNOVATIVE SOLUTIONS AND SUPPORT, INC. AND INNOVATIVE SOLUTIONS AND SUPPORT, LLC DATED AS OF DECEMBER 4, 2023 Loan Documents. The Loan Documents that are the subject of this Amendment include the following (as each of such documents has been amended, modified or othe1wise supplemented previously): I. Loan Agreement dated May 11, 2023, as amended by the Amendment to Loan Documents dated June 28, 2023 and the Amendment to Loan Documents dated August 11, 2023 (collectively, the "Loan Agreement") 2. $10,000,000 Revolving Line of Credit Note dated May 11, 2023 (the "Existing Line of Credit Note") 3. Line of Credit and Investment Sweep Rider May 11, 2023 (the "Existing Sweep Rider") 4. Security Agreements dated May 11, 2023 executed by Bank and by Innovative Solutions and Suppmt, Inc., Innovative Solutions and Support, LLC, IS&S Delaware, Inc. and IS&S Holdings, Inc. 5. Guaranty and Suretyship Agreements dated May 11, 2023 executed by IS&S Delaware, Inc. and IS&S Holdings, Inc. 6. Reimbursement Agreement for Letters of Credit dated May 11, 2023 7. $20,000,000 Te1m Note dated June 28, 2023 (the "Term Note") 8. All other documents, instruments, agreements, and certificates executed and delivered in co1111ection with the Loan Documents listed in this Section A. B. Restated Line of Credit Note. Concurrently with the execution and deliveiy of this Amendment, the Borrower shall execute and deliver to the Bank an amended and restated Revolving Line of Credit Note (the "Restated Line of Credit Note"), in fonn and substance satisfacto1y to the Bank. Upon receipt by the Bank of the Restated Line of Credit Note, all references to the Existing Line of Credit Note in any documents relating thereto, howsoever named, shall thereafter be deemed to refer to the Restated Line of Credit Note. The proceeds of the Restated Line of Credit Note will be used in part to pay off and close the loan evidenced by the Te1m Note. C. Restated Sweep Rider. Concurrently with the execution and delivery of this Amendment, the Borrower shall execute and deliver to the Bank an amended and restated Line of Credit and Investment Sweep Rider (the "Restated Sweep Rider"), in fonn and substance satisfacto1y to the Bank. Upon receipt by the Bank of the Restated Sweep Rider, all references to the Existing Sweep Rider in any documents relating thereto, howsoever named, shall thereafter be deemed to refer to the Restated Sweep Rider. D. Amendments. The Loan Documents are amended as follows: 1. Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: "1.1 Line of Credit. One of the Loans governed by this Agreement is a committed revolving line of credit under which the Borrower may request and the Bank, - 4 - Form 17A-Multistate Rev. 8/23 123961765-3

GRAPHIC

subject to the terms and conditions of this Agreeme11t, will make advances to the Borrower from time to time until the Expiration Date, in an aggregate amount outstanding at any time not to exceed $30,000,000.00 (the "Line of Credit"). The "Expiration Date" shall have the meaning set forth in the note evidencing the Line of Credit. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Line of Credit beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under the Line of Credit exceed the maximum amount of the Line of Credit. All advances and other credit extensions under the Line of Credit will be used for working capital or other general business purposes of the Borrower, to pay off the Term Loan, and Acquisitions permitted by Section 5.8 below." 2. Section 1.2 of the Loan Agreement is hereby deleted in its entirety effective as of the date of the payoff and closing of the Term Loan with the proceeds evidenced by the Restated Line of Credit Note. 3. Section 5.8 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: "5.8 Acquisitions. Make acquisitions of all or substantially all of the property, assets or equity of any person, finn, corporation or other entity ("Acquisitions"); provided, however: (i) During the five (5) year period commencing on the date of this Agreement Bmrnwer may make, without the Bank's prior written consent, up to three (3) Acquisitions with consideration of less than $10,000,000.00 each; provided that prior to closing Boffower demonstrates to Bank: (i) a ratio of Funded Debt to EBITDA, calculated on a proforma basis after the Acquisition, ofless than 2.5 to 1.0; and (ii) liquidity from cash and availability under the Line of Credit, calculated on a pro fmma basis after the Acquisition, of not less than $10,000,000.00. (ii) Borrower may make Acquisitions with consideration of more than $10,000,000.00 with the Bank's prior' written consent, which shall not be unreasonably withheld or conditioned." 4. Section (1) of Section 4.8 of the Addendum to the Loan Agreement is hereby deleted and replaced with the following: "(I) The Borrower will maintain at all times a ratio of Funded Debt to EBITDA ofless than 3.0 to 1, to be measured quaiterly commencing with the quaiter ended December 31, 2023." 5. The following two provisions are hereby added to the Loan Agreement: "Beneficial Owners. If the BmTower is or was required to execute and deliver to the Bank a Certification of Beneficial Owner(s) (individually and collectively, as updated from time to time, the "Certification of Beneficial Owners"), the Borrower hereby represents and warrants that the infonnation in the Certification of Beneficial Owners, as updated from time to time in accordance with this Agreement, is true, complete and correct as of the date thereof, as of the date hereof and as of the date any such update is delivered to the Bank. The Borrower acknowledges and agrees that the Ce1tification of Beneficial Owners is a Loan Document." - 5 - Form 17A-Multistate Rev. 8/23 123961765-3

GRAPHIC

"Certification of Beneficial Owners and Other Additional Information. The Borrower agrees that until all Obligations have been paid in full and any commitments of the Bank to the Bmrnwer have been terminated, the Bmrnwer will provide: (i) such information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA Patriot Act and other "know your customer" and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith and (ii) if the Borrower is or was required to deliver a Cettification of Beneficial Owners to the Bank, (a) confirmation of the accuracy of the information set forth in the most recent Certification of Beneficial Owners provided to the Bank, as and when requested by the Bank; and (b) a new Ceitification of Beneficial Owners in fmm and substance acceptable to the Bank when the individual( s) identified as a controlling party and/or a direct or indirect individual owner on the most recent Cettification of Beneficial Owners provided to the Bank have changed." 6. The following representations, warranties, covenants, and agreements regarding Anti-Corruption Laws, International Trade Laws and Anti-Money Laundering Laws, together with the following related definitions, are hereby added to the Loan Agreement ( or, alternatively, hereby replace any prior provisions in the Loan Agreement regarding such subject matter) and will control to the extent of any inconsistency between any of the following provisions and any provision in any Note regarding such matters: 123961765-3 "Anti-Corruption Laws and International Trade Laws; Anti-Money Lanndering Laws; Certain Definitions. Representations and Warranties. The Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations are paid in full: Each Covered Entity, and its directors and officers, and each employee, agent or affiliate acting on behalf of such Covered Entity: (a) is not a Sanctioned Person; (b) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and ( c) is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Covered Entity to be in violation of, applicable International Trade Laws or Anti-Corruption Laws. No Covered Entity nor any of its directors, officers, employees, or to the knowledge of the Borrower, any agents or affiliates acting on behalf of any Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or been involved in an internal investigation involving any allegations relating to, potential violation of any International Trade Laws or Anti-Corruption Laws, or received a request for information from any Official Body regarding International Trade Law matters or Anti-Corruption Law matters. There is no Blocked Property pledged as Collateral. Affirmative Covenants. The Borrower agrees that from the date of execution of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Bmrnwer shall (a) immediately notify the Bank in writing upon the occurrence of a - 6 - Form 17 A - Multistate Rev. 8/23

GRAPHIC

123961765-3 Reportable Compliance Event; (b) immediately provide substitute Collateral to the Bank if, at any time, any Collateral becomes Blocked Property; and ( c) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintain in effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Covered Entity, and its directors and officers, and any employee, agent or affiliate acting on behalf of such Covered Entity in connection with this Agreement. Negative Covenants. The Bmrnwer covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been tmminated, the Borrower will not, without the Bank's prior written consent, (I) permit its directors and officers, and any employee, agent or affiliate acting on behalf of any Loan Party in connection with this Agreement, nor such Loan Party's subsidiaries to (a) become a Sanctioned Person; (b) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder (i) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (ii) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (iii) in any manner that could result in a violation by any Person (including the Bank) of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws or (iv) in violation of any applicable Law, including, without limitation, any applicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (c) repay any Loan with Blocked Property or funds derived from any unlawful activity; or ( d) permit any Collateral to become Blocked Property; nor (II) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder to any such Loan Party's subsidiaries that is not party to this Agreement. Certain Definitions. As used herein: "Anti-Corruption Laws" means (a) the U.S. Foreign Conupt Practices Act of 1977, as amended, (b) the U.K. Bribery Act 2010, as amended, and (c) any other applicable Law relating to anti-bribery or anti-com1ption in any jurisdiction in which any Loan Party is located or doing business. "Anti-Money Lanndering Laws" means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 201 7, as amended and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Loan Party is located or doing business. "Blocked Property" means any property (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; ( c) in which a Sanctioned Person otherwise holds any interest; ( d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any actual or possible violation by the Bank of any applicable International Trade Law if the Bank were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property. - 7 - Form 17A-Multistate Rev. 8/23

GRAPHIC

123961765-3 "Collateral" means any collateral securing any debt, liabilities, or other obligations of any Loan Party to the Bank. "Compliance Anthority" means (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Depaitment of Commerce, the U.S. Depattment of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; ( c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Official Body with jurisdiction to administer Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws with respect to the conduct of a Covered Entity. "Covered Entity" means (a) the Borrower and each of the Borrower's subsidiaries; (b) each Guarantor and any pledgor of Collateral; and ( c) each Person that directly or indirectly controls a Person described in clanse (a) or (b) above. "International Trade Laws" means all Laws relating to economic and financial sanctions, trade embargoes, export controls, customs, and anti-boycott measures. "Law" means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award, or any settlement arrangement, by agreement, consent or otherwise, of any Official Body, foreign or domestic. "Loan Parties" means the Borrower and any Guarantors. "Official Body" means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pe1taining to government (including ai1y supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Sta11dards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Official Body, or other entity. "Reportable Compliance Event" as used herein means (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, by, or enters into a settlement with an Official Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Cotrnption Law, Anti-Money Laundering Law or International Trade Law; (2) any Covered Entity - 8 - Form 17A-Mnltistate Rev. 8/23

GRAPHIC

engages in a transaction that has caused or would cause the Bank to be in violation of any International Trade Law or Anti-Corruption Law, including a Covered Entity's use of any proceeds of the Loans hereunder to directly or indirectly fund any activities or business of, with or for the benefit of any Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (3) any Collateral qualifies as Blocked Property, or ( 4) any Covered Entity otherwise violates, or reasonably believes it will violate, any of the International Trade Law- or Anti-Corruption Law-specific representations and covenants herein. "Sanctioned Jurisdiction" means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions. "Sanctioned Person" means any Person (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more Persons described in clauses (a) or (b) above." 7. The following prov1s1ons hereby replace the Section entitled "Anti-Money Laundering/International Trade Law Compliance" in each guaranty agreement executed and delivered to the Bank by any Guarantor consenting to this Amendment ( or, alternatively, are hereby added to any such guaranty agreement that does not already include a provision entitled "Anti-Money Laundering/International Trade Law Compliance"): 123961765-3 "Anti-Corruption Laws and International Trade Laws; Anti-Money Laundering Laws; Certain Definitions. Representations and Warranties. The Guarantor hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Guaranteed Obligations are paid in full: The Guarantor, and its directors and officers, and each employee, agent or affiliate acting on behalf of the Guarantor: (a) is not a Sanctioned Person; (b) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (c) is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause the Guarantor to be in violation of, applicable International Trade Laws or Anti-Com1ption Laws. The Guarantor has not nor has any of its directors, officers, employees, or to the knowledge of the Guarantor, any agents or affiliates acting on behalf of the Guarantor, during the past five (5) years, received any notice or communication from any Person that alleges, or been involved in an internal investigation involving any allegations relating to, potential violation of any International Trade Laws or Anti-Corruption Laws, or received a request for infmmation from any Official Body regarding International Trade Law matters or Anti-Corruption Law matters. There is no Blocked Property pledged by the Guarantor as Collateral. Affirmative Covenants. The Guarantor agrees that until all Guaranteed Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Guarantor shall (a) immediately notify the - 9 - Form 17 A- Multistate Rev. 8/23

GRAPHIC

123961765-3 Bank in writing upon the occurrence of a Reportable Compliance Event; (b) immediately provide substitute Collateral to the Bank if, at any time, any Collateral pledged by the Guarantor becomes Blocked Property; and (c) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintain in effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by the Guarantor, and its directors and officers, and any employee, agent or affiliate acting on behalf of the Guarantor in connection with the Guaranteed Obligations. Negative Covenants. The Guarantor covenants and agrees that until all Guaranteed Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Guarantor will not, without the Bank's prior written consent, (I) permit its directors and officers, and any employee, agent or affiliate acting on behalf of the Guarantor in connection with the Guaranteed Obligations, nor such Guarantor's subsidiaries to (a) become a Sanctioned Person; (b) directly or indirectly provide, use, or make available the proceeds of any Joan or advance from the Bank (i) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (ii) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (iii) in any manner that could result in a violation by any Person (including the Bank) of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws or (iv) in violation of any applicable Law, including, without limitation, any applicable Anti-Cmrnption Law, Anti-Money Laundering Law or International Trade Law; ( c) pay any Guaranteed Obligations with Blocked Property or funds derived from any unlawful activity; or (d) peimit any Collateral pledged by the Guarantor to become Blocked Property; nor (II) directly or indirectly provide, use, or make available the proceeds of any Joan or advance from the Bank to any subsidiary of the Guarantor that is not party to the loan agreement governing such loan or advance. Certain Definitions. As used herein: "Anti-Corruption Laws" means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (b) the U.K. Bribery Act 2010, as amended, and (c) any other applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Loan Party is located or doing business. "Anti-Money Laundering Laws" means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended and the Te1rnrist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of te1rnrism in any jurisdiction in which any Loan Party is located or doing business. "Blocked Property" means any property (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; ( c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any actual or possible violation by the Bank of any applicable International Trade Law if the Bank were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property. - 10 - Form 17A-Multistate Rev. 8/23

GRAPHIC

123961765-3 "Collateral" means any collateral securing any debt, liabilities, or other obligations of any Loan Party to the Bank. "Compliance Authority" means (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the Treasmy and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; ( c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Official Body with jurisdiction to administer Anti-Cormption Laws, Anti-Money Laundering Laws or International Trade Laws with respect to the conduct of a Covered Entity. "Covered Entity" means (a) the Borrower and each of the Borrower's subsidiaries; (b) each Guarantor and any pledgor of Collateral; and ( c) each Person that directly or indirectly controls a Person described in clause (a) or (b) above. "International Trade Laws" means all Laws relating to economic and financial sanctions, trade embargoes, expmt controls, customs, and anti-boycott measures. "Law" means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award, or any settlement arrangement, by agreement, consent or otherwise, of any Official Body, foreign or domestic. "Loan Parties" means the Borrower and any Guarantors. "Official Body" means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instmmentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatmy or administrative powers or functions of or pe1taining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital mies or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Official Body, or other entity. "Reportable Compliance Event" as used herein means (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instmment, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, by, or enters into a settlement with an Official Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Cormption Law, Anti-Money Laundering Law or International Trade Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Corruption Law, - 11 - Form 17A-Mnltistate Rev. 8/23

GRAPHIC

Anti-Money Laundering Law or International Trade Law; (2) any Covered Entity engages in a transaction that has caused or would cause the Bank to be in violation of any International Trade Law or Anti-Cmrnption Law, including a Covered Entity's use of any proceeds of the Obligations guaranteed hereunder to directly or indirectly fund any activities or business of, with or for the benefit of any Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (3) any Collateral qualifies as Blocked Property, or (4) any Covered Entity otherwise violates, or reasonably believes it will violate, any of the International Trade Law- or Anti-Corruption Law-specific representations and covenants herein. "Sanctioned Jurisdiction" means, at any time, a countty, area, teiTitory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions. "Sanctioned Person" means any Person (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or ( c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more Persons described in clauses (a) or (b) above." E. Conditions to Effectiveness of Amendment. The Bank's willingness to agree to the amendments set fmih in this Amendment is subject to the prior satisfaction of the following conditions: 1. Execution by all parties and delivery to the Bank of (a) this Amendment, including the attached Consent (b) the Restated Line of Credit Note ( c) the Restated Sweep Rider ( d) Resolutions for Extensions of Credit and Incumbency Ce,tificate oflnnovative Solutions and Support, Inc., Innovative Solutions and Suppmt, LLC, IS&S Delaware, Inc. and IS&S Holdings, Inc. 2. Payment by the Borrower of the fees and expenses of the Bank's outside counsel in connection with this Amendment. - 12 - Form 17A-Mnltistate Rev. 8/23 123961765-3

GRAPHIC

CONSENT OF GUARANTOR Each of the undersigned guarantors Uointly and severally if more than one, the "Guarantor") consents to the provisions of the foregoing Amendment and all prior amendments (if any) and confoms and agrees that: (a) the Guarantor's obligations under its Guaranty and Suretyship Agreement dated as of May 11, 2023 (collectively if more than one, the "Guaranty"), relating to the Obligations mentioned in the Amendment, shall be unimpaired by the Amendment; (b) the Guarantor has no defenses, set offs, counterclaims, discounts or charges of any kind against the Bank, its officers, directors, employees, agents or attorneys with respect to the Guaranty; and ( c) all of the terms, conditions and covenants in the Guaranty remain unaltered ( except as expressly modified by the Amendment) and in full force and effect, are hereby ratified and confirmed, and continue to apply to the Obligations, as modified by the Amendment. The Guarantor ce1tifies that all representations and wan-anties made in the Guaranty are true and correct. The Guarantor hereby confoms that any collateral for the Obligations, including liens, security interests, mortgages, and pledges granted by the Guarantor or third parties (if applicable), shall continue unimpaired and in full force and effect, shall cover and secure all of the Guarantor's existing and future Obligations to the Bank, as modified by this Amendment. By signing below, the Guarantor agrees that this Consent, the Guaranty, the other Loan Documents, any amendments thereto and any other information, notice, signature card, agreement or authorization related thereto ( each, a "Communication") may, at the Bank's option, be in the fonn of an electronic record. Any Communication may, at the Bank's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been conve1ted into electronic fmm (such as scanned into PDF format) for transmission, delivery and/or retention. The Guarantor acknowledges and agrees that the methods for delivering Commuuications, including notices, under the Guaranty and the other Loan Documents include electronic transmittal to any electronic address provided by any party to the other party from time to time. By signing below, each Guarantor who is an individual provides written authorization to the Bank or its designee ( and any assignee or potential assignee hereof) to obtain the Guarantor's personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile (i) in considering an application for credit that is evidenced, guaranteed or secured by the Guaranty or documents relating thereto, (ii) assessing creditworthiness and (iii) considering extensions of credit, including on an ongoing basis, as necessa1y for the purposes of ( a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting tl1e resulting account and (c) repmting on the repayment and satisfaction of such credit obligations. By signing below, such individual fmther ratifies and confoms his or her prior requests and authorizations with respect to the matters set forth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or govellll1lental bodies. A photocopy or facsimile copy of this authorization shall be valid as the original. By signature below, each such Guarantor affinns his/her identity as the respective individual(s) identified in the Guaranty. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - 13 - Form 17 A - Multistate Rev. 8/23 123961765-3

GRAPHIC

The Guarautor ratifies aud confirms the indemnification and waiver of jury trial or arbitration provisions contained in the Guaranty, all of which are incorporated herein by reference. WITNESS the due execution of this Consent as a document under seal as of the date of this Amendment, intending to be legally bound hereby. 123961765-3 ::&~ (SEAL) Reiland M Winand, CFO IB&S no4cs, 0) By:,__c__~_L___C--'-_c___------"-----~ (SEAL) Reiland M Winand, CFO - 14 - Form 17A-Multistate Rev. 8/23

Exhibit 10.2

GRAPHIC

Amended and Restated Revolving Line of Credit Note (Daily SOFR) ~PNC $30,000,000.00 December~, 2023 FOR VALUE RECEIVED, INNOVATIVE SOLUTIONS AND SUPPORT, INC. and INNOVATIVE SOLUTIONS AND SUPPORT, LLC (jointly and severally, individually and collectively, the "Borrower"), with an address at 720 Pennsylvania Drive, Exton, PA 19341, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the "Bank"), in lawful money of the United States of America in immediately available funds at its offices located at 1600 Market Street, Philadelphia, PA 19103, or at such other location as the Bank may designate from time to time, the principal sum of $30,000,000.00 (the "Facility") or such lesser amouut as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below. 1. Revolving Line of Credit Advances. This Note evidences a revolving line of credit. The Borrower may ban-ow, repay and rebon-ow hereunder and the Bank may advance and readvance under this Note from time to time ( each an "advance" and together the "advances") until the Expiration Date, subject to the terms and conditions of this Note and the Loan Documents (as defined below). The "Expiration Date" means December 19, 2028, or such later date as may be designated by the Bank by written notice from the Bank to the Bon-ower. The Bmrnwer acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Facility or this Note beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under this Note exceed the face amount of this Note. 2. Interest Rate and Payments. Amounts outstanding under this Note will bear interest at a rate per annum which is equal to the sum of (A) Daily SOFR (as defined below) plus (B) an unadjusted spread of the Applicable SOFR Margin plus (C) a SOFR adjustment of ten (10) basis points (0.10%). Accrued interest will be due and payable on the first day of each month, beginning with the payment due on Januaty I, 2024. The outstanding principal balance and any accrued but unpaid interest shall be due and payable on the Expiration Date. 3. Certain Definitions. If the following terms are used in this Note, such terms shall have the meanings set forth below: "Alternate Rate" means the Base Rate. "Applicable SOFR Margin" shall mean the percent per annum equal to the amount set fmth under the applicable column opposite the Total Funded Debt to EBITDA ratio set faith below as shown on the last compliance certificate delivered to the Bank pursuant to the Loan Documents prior to such date: Level Total Funded Debt to EBITDA ratic Applicable SOFE Margin* I Less than 2.50 to 1.00 1.5% II Greater than or equal to 2.50 to 1.01 2.0% and less than 3.00 to 1.00 Ill Greater than or equal to 3.00 to 1.01 2.5% Form 8C-S (COJ)-Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

* The Applicable SOFR Margin will be adjusted by Bank on a quatterly basis as necessary on the first Business Day of each calendar month following submission to Bank of the Borrower's Financial Statements as required pursuant to the Loan Documents and the compliance certificate required in connection therewith; provided, however, if Borrower does not deliver either its Financial Statements or such compliance ce1tificate by the date required pursuant to the Loan Documents, the Applicable SOFR Margin will automatically be adjusted on the first Business Day of the month following the due date for such Financial Statements to the highest Applicable SOFR Margin and will stay at such rate until the first Business Day following the month in which such Financial Statements are actually delivered. The Applicable SOFR Margin to be applied until receipt of the Borrower's next compliance ce1tificate shall be at Level III. "Base Rate" means the higher of (A) the Prime Rate, and (B) the sum of the Overnight Bank Funding Rate plus 50 basis points (0.50%); provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. If and when the Base Rate as determined above changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the Borrower, effective on the date of any such change. "Business Day" means any day other than (A) a Saturday or Sunday or (B) a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania; provided that, when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination involving SOFR, the term "Business Day" means any such day that is also a U.S. Government Securities Business Day. "Daily lM SOFR" means, for any day, the interest rate per annum dete1mined by the Bank by dividing (the resulting quotient rounded upwards, at the Bank's discretion, to the nearest 1/100th of 1 %) (A) the Term SOFR Reference Rate for such day for a one-month period, as published by the Tenn SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage; provided that if Daily IM SOFR, determined as provided above, would be less than the Floor, then Daily IM SOFR shall be deemed to be the Floor. The rate of interest will be adjusted automatically as of each Business Day based on changes in Daily IM SOFR without notice to the Borrower. "Daily SOFR" means Daily IM SOFR. "Default Rate" means the rate per annum equal to the lesser of (A) the sum of 3% plus the interest rate otherwise in effect from time to time under this Note and (B) the Maximum Rate. "Floor" 1neans a rate of interest per annmn equal to zero. "Maximum Rate" means the maximum rate of interest allowed by applicable law. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be deteimined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Bank for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, fu1ther, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Bank at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank - 2 - Form SC-S (COJ)- Rev. 8/23 (SOFR Rl) . 123962365-3

GRAPHIC

Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the Borrower. "Prime Rate" means the rate publicly announced by the Bank from time to time as its prime rate. The Prime Rate is detennined from time to time by the Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or categmy of customers. "SOFR" means a rate equal to the secured overnight financing rate as administered by the NYFRB ( or a successor administrator of the secured overnight financing rate). "SOFR Reserve Percentage" means, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System ( or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding. "Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) ( or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion). "Term SOFR Reference Rate" means the forward-looking term rate based on SOFR. "U.S. Government Securities Business Day" means any day except for (A) a Saturday or Sunday or (B) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income depaitments of its members be closed for the entire day for purposes of trading in United States government securities. 4. Advance Procedures. If peimitted by the Bank, a request for advance may be made by telephone or electronic mail, or delivered in accordance with the Bank's security procedures through any automated platfonn or electronic service provided by the Bank, with such confirmation or verification (if any) as the Bank may require in its discretion from time to time. A request for advance by any Bmrnwer shall be binding upon Borrower, jointly and severally. The Borrower authorizes the Bank to accept telephonic, email, automated and electronic requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which may ai·ise or be created by the acceptance of such telephonic, email, automated and electronic requests or by the making of such advances. The Bank will enter on its books and records, which enl!y when made will be presumed correct, the date and amount of each advance, as well as the date and amount of each payment made by the Borrower. 5. Interest Calculation; Maximum Rate. Interest will be calculated based on the actual number of days that principal is outstanding over a year of360 days. In no event will the effective rate of interest hereunder, inclusive of all fees, charges, and other amounts that are treated as interest under applicable law, exceed the Maximum Rate. Regardless of any other provision of this Note or the other Loan Documents, if for any reason such effective interest rate should exceed the Maximum Rate, such effective interest rate shall be deemed reduced to, and shall be, the Maximum Rate, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Note or the refunding of such excess to be a complete settlement and acquittance thereof. 6. Conforming Changes; Benchmark Replacement Provisions. The Bank shall have the right to make any technical, administrative or operational changes from time to time that the Bank decides may be appropriate to - 3 - Form 8C-S (COJ)- Rev. 8/23 (SOFR RI) 123962365-3

GRAPHIC

reflect the adoption and implementation of SOFR or any other Benchmark (as defined below) or to permit the use and administration thereof by the Bank in a manner substantially consistent with market practice or in such other manner as the Bank decides is reasonably necessary. Notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such technical, administrative or operational changes will become effective without any further action or consent of the Borrower. The Bank shall provide notice to the Borrower of any such amendment reasonably promptly after such amendment becomes effective. If the applicable rate under this Note is based on a Benchmark and the Bank dete1mines (which detetmination shall be final and conclusive) that (A) such Benchmark cannot be detennined pursuant to its definition other than as a result of a Benchmark Transition Event (as defined below), or (B) any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any guideline, request or directive (whether or not having the force oflaw) of any such authority, central bank or comparable agency shall make it unlawful or impracticable for the Bank to make or maintain or fund loans based on that Benchmark, then the Bank shall give notice thereof to the Borrower. Thereafter, until the Bank notifies the Borrower that the circumstances giving rise to such determination no longer exist, the interest rate on all amounts outstanding under this Note shall be the Alternate Rate. Notwithstanding anything to the contrary herein or in any other Loan Document, if the Bank dete1mines (which determination shall be final and conclusive) that a Benclnnark Transition Event has occurred with respect to a Benchmark, the Bank may amend this Note to replace such Benchmark with a Benchmark Replacement (as defined below); and any such amendment shall be in writing, shall specify the date that the Benchmark Replacement is effective and will not require any further action or consent of the Borrower. Until the Benchmark Replacement is effective, amounts bearing interest with reference to a Benchmark will continue to bear interest with reference to such Benclnnark as long as such Benchmark is available, and otherwise such amounts automatically will bear interest at the Alternate Rate. For purposes of this Section, the following te1ms have the meanings set forth below: "Benchmark" means, at any time, any interest rate index then used in the dete1mination of an interest rate under the terms of this Note. Once a Benchmark Replacement becomes effective under this Note, it is a Benchmark. The initial Benchmark under this Note is Daily SOFR. "Benchmark Replacement" means, for any Benchmark, the sum of (a) an alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case that has been selected by the Bank as the replacement for such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the official sector or any official sector-sponsored committee or working group, for U.S. dollar-denominated credit facilities at such time: provided that, if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Note and the other Loan Documents. "Benchmark Transition Event" means a public statement or publication by or on behalf of the administrator of a Benchmark, the regulatmy supervisor of such administrator, the Board of Governors of the Federal Reserve System, NYFRB, an insolvency official or resolution authority with jurisdiction over the adminish·ator for such Benchmark or a comt or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark or (b) such Benchmark is or will no longer be representative. - 4 - Form 8C-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

7. Other Payment Terms. If any payment under this Note is due on a day of a calendar month for which there is no numerically corresponding day in certain other months ( each, a "Non-Conforming Month"), then the payment in a Non-Conforming Month shall be due on the last Business Day of snch Non-Conforming Month. If any payment under this Note shall become due on a day other than a Business Day, such payment shall be due on the next succeeding Business Day, except that if such day falls in the next succeeding calendar month, such payment shall be due on the next preceding day that is a Business Day. Interest shall be computed to, but excluding, the date of payment. The Borrower hereby authorizes the Bank to charge the Borrower's deposit account at the Bank for any payment when due under this Note or any other Loan Document. Payments received will be applied to charges, fees and expenses (including attorneys' fees), accrued interest and principal in any order the Bank may choose, in its sole discretion. 8. Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within 15 calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to the lesser of 5% of the amount of such payment or $100.00 (the "Late Charge"). Such 15-day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank's option upon the occurrence of any Event of Default ( as hereinafter defined) and during the continuance thereof, amounts outstanding under this Note shall bear interest at the Default Rate. The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank's expenses incident to the handling of delinquent payments, but are in addition to, aud not in lieu of, the Bank's exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attomeys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of canying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual hmm incurred by the Bank cannot be estimated with ce1tainty and without difficulty. 9. Prepayment. The indebtedness evidenced by this Note may be prepaid in whole or in part at any time without penalty. 10. Increased Costs; Yield Protection. On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Govemors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Facility. "Change in Law" means the occmTence, after the date of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrmy, (x) the Dodd-Frank Wall Street Refmm and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Ba11k for International Settlements, the Basel Committee on Banking Supervision ( or a11y successor or similar authority) or the United States or foreign regulato1y authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued. 11. Other Loan Documents. This Note is issued in connection with a letter agreement or loan agreement between the Borrower and the Bank, dated on or before the date hereof, and the other agreements and documents executed and/or delivered in connection therewith or referred to therein, the te1ms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively the "Loan Documents"), and is secured by the propeity (if any) described in the Loan Documents and by any and all mortgages, security agreements, assignments, loan agreements, pledge agreements and other documents or instruments evidencing a - 5 - Form 8C-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

security interest or other lien in favor of the Bank and delivered by the Borrower or by any third party with reference to indebtedness of the Borrower, whether such documents were previously or are hereafter executed, and whether given expressly as security for payment of this Note or generally as security for any and all indebtedness of the Borrower to the Bank. Such documents may be executed contemporaneously with the execution of this Note, or they may be executed and delivered at another time. Collateral securing other obligations of the Borrower to the Bank may also secure this Note. 12. Events of Default. The occurrence of any of the following events will be deemed to be an "Event of Default" under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence of any event of default or any default, or any Obligor' s failure to observe or perfmm any covenant or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing or securing any debt, liability or obligation of any Obligor to the Bank; provided, however, that, no such failure to observe or perform any such covenant or other agreement (excluding financial covenants, financial reporting covenants, and negative covenants) shall constitute an Event of Default unless such failure continues for a period of 30 days after the earlier to occur of: (a) the date when any Obligor becomes aware of such failure; and (b) the date when the Bank gives written notice to the Borrower of such failure;; (iii) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 60 days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period); (iv) any assignment by any Obligor for the benefit of creditors, or any levy, gamishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with the Bank; (v) a default with respect to any other indebtedness of any Obligor for borrowed money, if the effect of such default is to cause or pennit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to the Bank; (vii) the entty of a final judgment against any Obligor and the failure of such Obligor to discharge the judgment within 30 days of the ent1y thereof; (viii) any change in any Obligor's business, assets, operations, financial condition or results of operations that has or could reasonably be expected to have any material adverse effect on any Obligor; (ix) any Obligor ceases doing business as a going concem; (x) any representation or warranty made by any Obligor to the Bank in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Bank, is false, erroneous or misleading in any material respect; (xi) if this Note or any guarantee executed by any Obligor is secured, the failure of any Obligor to provide the Bank with additional collateral if in the Bank's opinion at any time or times, the market value of any of the collateral securing this Note or any guarantee has depreciated below that required pursuant to the Loan Documents or, if no specific value is so required, then in an amount deemed material by the Bank; (xii) the revocation or attempted revocation, in whole or in part, of any guarantee by any Obligor; or (xiii) the death, incarceration, indicttnent or legal incompetency of any individual Obligor or, if any Obligor is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general partner or member. As used herein, the tetm "Obligor" means any Borrower and any guarantor of, or any pledgor, mmtgagor or other person or entity providing collateral support for, the Borrower's obligations to the Bank existing on the date of this Note or arising in the future. Upon the occurrence of an Event of Default: (a) the .Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; ( c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank's option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank's option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and ( e) the Bank may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. These rights and remedies shall include, without limitation, the right to apply by appropriate judicial proceedings for appointment of a receiver for the Borrower or all or patt of any collateral or any assets of the Bmrnwer. - 6 - Form 8C-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

13. Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the B01rnwer's obligations to the Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers to the Bank, all of the Borrower's right, title and interest in and to, all of the Borrower's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Eve1y such security interest and right of setoff may be exercised without demand upon or notice to the B01rnwer. 14. Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the "Indemnified Parties"), and to defend and hold each Indemnified Party hmmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) ( each, a "Claim") which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters refetTed to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incutTed in connection with any breach of a representation, warranty or covenant by the Bo!Tower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or tln·eatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any comt or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any Claim that is determined by a comt of competent jurisdiction in a final, 11011-appealable judgment to have been solely attributable to an Indemnified Pmty's gross negligence or willful misconduct. The indemnity agreement contained in this paragraph shall survive the te1mination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The BotTower may participate at its expense in the defense of any such action or claim. 15. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ("Notices") must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Note). Notices may be given in any manner to which the pmties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a pmty from time to time or through an automated platfonn that the Bank provides to the Borrower. Notices may be sent to a party's address as set fo1th above or to such other address as any pmty may give to the other for such purpose in accordance with this paragraph. Notices will be effective upon receipt. For purposes hereof, "receipt" means: (i) for notices sent by U.S. mail, the third business day after the date such notice was sent; (ii) for notices delivered by hand or sent by overnight courier service, the date delivered; (iii) for notices sent by facsimile or electronic communication, the date when sent; and (iv) for notices sent by any other method, the date received. No delay or omission on the Bank's pait to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. Except as otherwise set f01th in this Note, no modification, amendment or waiver of, or consent to any departure by the BotTower from, any provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Note for the purposes of completing missing content or correcting eirnneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail). The Borrower agrees to pay on demand, to the extent pe1mitted by law, all costs and expenses - 7 - Form 8C-S (COJ)-Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

incurred by the Bank in the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank's counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. The Bmrnwer and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor, notice of non-payment, notice of intent to accelerate and notice of acceleration, and any other notice of any kind. The Borrower also waives all defenses based on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in patt without the Bank's written consent and the Bank at any time may assign this Note in whole or in patt. 16. Governing Law and Venue. This Note has been delivered to and accepted by the Bank at1d will be deemed to be made in the State where the Bank's office indicated above is located (the "State"). THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT ( OR EQUIVALENT) IN EFFECT IN THE STA TE ( OR, TO THE EXTENT CONTROLLING, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal cornt in the county or judicial district where the Bank's office indicated above is located; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. 17. Commercial Purpose. The Bmrnwer represents that the indebtedness evidenced by this Note is being incurred by the Bmrnwer solely for the purpose of acquiring or canying on a business, professional or commercial activity, and not for personal, family or household purposes. 18. USA PATRIOT Act Notice. To help the government fight the funding ofte1rnrism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record infmmation that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization. 19. Representation by Counsel. The Bmrnwer hereby represents that it has been represented by competent counsel of its choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Note and the other Loan Documents; that it has read and fully understood the terms hereof; that the Bmrnwer and any retained counsel have been afforded an opportunity to review, negotiate and modify the terms of this Note and the other Loan Documents; and that it intends to be bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Note or any other Loan Document. 20. Authorization to Obtain Credit Reports. By signing below, each person, who is signing in his or her individual capacity, requests and provides written authorization to the Bank or its designee (and any assignee or potential assignee hereof) to obtain such individual's personal credit profile from one or more national credit bureaus. This authorization extends to obtaining a credit profile in (i) considering an application for credit that is evidenced, guaranteed or secured by this document, (ii) assessing creditwmthiness and (iii) considering extensions - 8 - Form SC-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

of credit, including on an ongoing basis, as necessary for the purposes of (a) update, renewal or extension of such credit or additional credit, (b) reviewing, administering or collecting the resulting account and (c) reporting on the repayment and satisfaction of such credit obligations. By signing below, such individual further ratifies and confirms his or her prior requests and authorizations with respect to the matters set fmth herein. For the avoidance of doubt, this provision does not apply to persons signing below in their capacities as officers or other authorized representatives of entities, organizations or govemmental bodies. 21. Counterparts; Electronic Signatures and Records. This Note and any other Loan Document may be signed in any number of counterpmt copies and by the patties hereto on separate counterpatts, but all such copies shall constitute one and the same instrument. Notwithstanding any other provision herein, the Borrower agrees that this Note, the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at the Bank's option, be in the form of an electronic record. Any Communication may, at the Bank's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic fonn (such as scanned into PDF format) for transmission, delivery and/or retention. 22. Automatic Payment. If due to any act or omission of the Borrower or another Obligor the Bank cannot automatically deduct payments required under this Note or the other Loan Documents from a deposit account with the Bank (including due to the Borrower's revocation of its authorization to do so or failure to maintain such deposit account with the Bank or otherwise), the Bank may, at its option, upon 30 days' notice to the Borrower, increase the interest rate payable by the Bmrnwer under this Note by 25 basis points (0.25%). 23. Depository. The Borrower will establish and maintain with the Bank the Borrower's primary depositmy acconnts. lfthe Borrower fails to establish and/or maintain its primmy depositmy accounts with the Bank, the Bank may, at its option, upon 30 days' notice to the Borrower, increase the interest rate payable by the Borrower under this Note by up to 100 basis points (I .00%). The Bank's right to increase the interest rate pursuant to this paragraph shall be in addition to any other rights or remedies the Bank may have under this Note, all of which are hereby reserved, and shall not constitute a waiver, release or limitation upon the Bank's exercise of any such rights or remedies. 24. Other Fees. (a) Unused Commitment Fee. Beginning on the first day of the qumter after the date of this Note and continuing on the first day of each qumter thereafter until the Expiration Date, the Borrower shall pay an unused commitment fee (the "Unused Fee") to the Bank, in arrears, at the rate of 0.15% per annum on the daily balance under this Note which is undisbursed and uncanceled on each day during the preceding quatter. The Unused Fee shall be computed on the basis of a year of 360 days and paid on the actual number of days elapsed. Borrower hereby authorizes and directs the Bank to charge the Botrnwer' s deposit account with the Bank for each Unused Fee on or after the date it is due. 25. Amendment and Restatement. This Note amends and restates, and is in substitution for, that cettain Revolving Line of Credit Note in the original principal amount of $10,000,000.00 payable to the order of the Bank and dated May 11, 2023 (the "Existing Note"). However, without duplication, this Note shall in no way extinguish, cancel or satisfy Bmrnwer' s unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mmtgage with respect to any Obligor's obligations hereunder and under any other document relating hereto. Notwithstanding anything to the contrary herein, if any amount outstanding as of the date hereof under the Existing Note bears interest based on a rate that is reset at the end of a specified interest period, and such interest period commenced prior to the date hereof, such amount shall continue to bear interest based on such rate, and the terms of the Existing Note applicable to - 9 - Form 8C-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

amounts bearing interest based on such rate shall continue to apply to such amount, until the end of the then-current interest period, after which the interest rate (and related provisions) as stated in this Note shall apply. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Form 8C-S (COJ)- Rev. 8/23 (SOFR Rl) 123962365-3

GRAPHIC

26. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Borrower acknowledges that it has read and understands all the provisions of this Note, including the waiver of jnry trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. INNOVA~:J_Lu;ro~ AND SUPPORT, INC. By:_# __ ~~---~ ______ (SEAL) Relland M. Winand, CFO (SEAL) - 11 - Form SC-S (COJ)- Rev. 8/23 (SOFR RI) 123962365-3

Exhibit 10.3

GRAPHIC

Amended and Restated Line of Credit and Investment Sweep Rider (Single Option - SOFR) ©PNC T}!!S LINE OF CREDIT AND INVESTMENT SWEEP RIDER ("Sweep Rider") is made as of December -1':i__, 2023 between INNOVATIVE SOLUTIONS AND SUPPORT, INC. and INNOVATIVE SOLUTIONS AND SUPPORT, LLC Gointly and severally, individually and collectively, "Borrower") and PNC Bank, National Association ("Bank"). This Sweep Rider amends and restates in its entirety that certain Amended and Restated Line of Credit and Investment Sweep Rider dated as of May 11, 2023 between Bank and Borrower, This Sweep Rider is incorporated into and made part of that ce1tain promissory note dated December j_J_, 2023, as amended, restated or renewed from time to time (the "Note"), and also into certain other financing documents and security agreements executed by and between Borrower and Bank (the Note together with all such documents are collectively refeJTed to as the "Loan Documents"). Pursuant to the Loan Documents, Bank has extended a line of credit (the "Line of Credit") to Borrower, under which Borrower may boJTow, repay and reboJTow funds at any time prior to the Expiration Date ( as defined in the Loan Documents). As long as this Sweep Rider has not been terminated, the following (i) outlines the terms under which Bank will make advances nnder the Line of Credit and (ii) snpersedes any provisions of the Loan Documents to the extent inconsistent herewith. NOW, THEREFORE, with the foregoing background deemed incorporated by reference and made a part hereof, the parties hereto, intending to be legally bound, covenant and agree as follows: 1. DEFINITIONS. For purposes of this Sweep Rider the following terms shall have the following meanings: (i) "Available Investment Amount" means the amount by which the Final Available Balance exceeds the Target Balance. (ii) "Business Day" means any day other than (a) a Saturday or Sunday or (b) a legal holiday on which commercial banks are authorized or required to be closed for business in Pittsburgh, Pennsylvania; provided that, when used in connection with an amount that bears interest at a rate based on SOFR (as defined below) or any direct or indirect calculation or determination of SOFR, the teim "Business Day" means any such day tbat is also a U.S. Government Securities Bnsiness Day. (iii) "Final Available Balance" means the collected balance in the DDA after all items have been posted for the Business Day. (iv) "Money Market Mutual Fund" means the money market mutual fund described on the Schedule; provided that, following BoJTower's written request, the money market mutual fund selected may be changed with the consent of Bank and BoJTower. (v) "PNC Daily Interest Sweep" means funds held in a deposit account at a PNC Bank, National Association branch which earn interest at a rate determined by Bank from time to time, in its sole discretion. The interest rate earned is based upon the amount on deposit, is not tied to any external rate or index and does not necessarily reflect the highest rate of interest offered by Bank to any paiticular class or category of customers. (vi) "U.S. Government Securities Business Day" means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities lndustly and Financial Markets Association recommends that the fixed Form 24B-S - Multistate Rev. 6/22 !23962282-3

GRAPHIC

income depmtments of its members be closed for the entire day for purposes of trading in United States government securities. Capitalized te1ms used herein and not otherwise defined shall have the meanings given to those terms in the Schedule. 2. TRANSFER INSTRUCTIONS. During the term of this Sweep Rider, the following instructions from Borrower to Bank shall apply to transfers of assets by Bank from Borrower's checking account (the "DDA") listed on the Schedule set forth at the end of this Sweep Rider (the "Schedule") to the investment option selected by Bonower from time to time (the "Investment"), if any, currently either the Money Market Mutual Fund or the PNC Daily Interest Sweep. The initial Investment selection is listed on the Schedule. Borrower may change the selected Investment from time to time upon written notice to Bank. At the close of each Business Day, Bank will review the activity in the DDA and will make transfers as follows: Transfers from the DDA: (A) If the Fiual Available Balance is positive and there is an outstanding principal balance under the Line of Credit, Bank will debit the DDA and repay the outstanding principal balance under the Line of Credit as set fotth in Section 4 of this Sweep Rider. (B) If there is no outstanding principal balance under the Line of Credit (whether as a result of a payment in accordance with Section 4 of this Sweep Rider or otherwise), then: (i) if the selected Investment is the Money Market Mutual Fund and the Available Investment Amount is equal to or exceeds the Minimum Transfer Amount set fotth on the Schedule, Bank will debit the Available Investment Amount from the DDA and will transmit the Available Investment Amount to the Money Market Mutual Fund on the next Business Day. Any funds transferred to the Money Market Mutual Fund will not be returned to the DDA until needed in the DDA, and the minimum amount that will be returned from the Money Market Mutual Fund to the DDA is the Minimum Transfer Amount; and (ii) if the selected Investment is the PNC Daily Interest Sweep and the Available Investment Amount is equal to or exceeds the greater of $100,000 or the Minimum Transfer Amount set fotth on the Schedule, Bank will debit the Available Investment Amount from the DDA and will transmit the Available Investment Amount to the PNC Daily Interest Sweep on the same Business Day. All funds in the PNC Daily Interest Sweep will be returned to the DDA at the beginning of the next Business Day; and (iii) if no Investment is selected, then no additional transfer from the DDA will be made. Transfers to the DDA: (C) If the Final Available Balance is less than the Target Balance by at least the amount of the Minimum Transfer Amount, and the Investment is held in a Money Market Mutual Fund, Bank will direct a redemption and transfer from the Investment to the DDA, to the extent available, in an amount equal to the difference between the Target Balance and the Final Available Balance (the "Credit Amount"). (D) If the Final Available Balance is less than zero dollars ($0), after making all available transfers from the Investment, Bank will make an advance under the Line of Credit in an amount equal to the lesser of ( a) the amount necessary to bring the balance in the DDA to zero dollars ($0), and (b) - 2 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

the amount, if any, available under the Line of Credit. All advances under the Line of Credit shall be evidenced by the Note and shall be deposited into the DDA. Borrower acknowledges and agrees that Bank shall have a reasonable period of time to implement the sweep feahl!'e set fmth in this section and to implement any changes in the selected Invest.men! initiated by Borrower. 3. INTEREST. Effective as of the date hereof, Bank has agreed that loans made by Bank under the Line of Credit shall bear interest at a variable rate per annum equal to the sum of (A) Daily SOFR plus (B) an unadjusted spread of the Applicable SOFRMargin plus (C) a SOFR adjustment often (10) basis points (0.10%). "Applicable SOFR Margin" shall mean the percent per annum equal to the amount set forth under the applicable column opposite the Total Funded Debt to EBITDA ratio set forth below as shown on the last compliance certificate delivered to the Bank pursuant to the Loan Documents prior to such date: Level Total Funded Debt to EBITDA ratio Applicable SOFF Margin* I Less than 2.50 to 1.00 1.5% II Greater than or equal to 2.50 to 1.0( 2.0% and less than 3.00 to 1.00 III Greater than or equal to 3.00 to 1.0( 2.5% * The Applicable SOFR Margin will be adjusted by Bank on a quatterly basis as necessary on the first Business Day of each calendar month following submission to Bank of the Borrower's Financial Statements as required pursuant to the Loan Documents and the compliance certificate required in connection therewith; provided, however, if Borrower does not deliver either its Financial Statements or such compliance certificate by the date required pursuant to the Loan Documents, the Applicable SOFR Margin will automatically be adjusted on the first Business Day of the month following the due date for such Financial Statements to the highest Applicable SOFR Margin and will stay at such rate until the first Business Day following the month in which such Financial Statements are actually delivered. The Applicable SOFR Margin to be applied until receipt of the Borrower's next compliance cettificate shall be at Level III. All calculations of interest on the Line of Credit will be computed on the basis of a year of 360 days and paid on the actual number of days elapsed. Bank shall have the right to make any technical, administrative or operational changes from time to time that Bank decides may be appropriate to reflect the adoption and implementation of SOFR or any other Benchmark ( as defined in the Benchmark Replacement Addendum attached to this Sweep Rider and incorporated herein by this reference) or to permit the use and administration thereof by Bank in a manner substantially consistent with market practice or in such other manner as Bank decides is reasonably necessary. Notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such technical, administrative or operational changes will become effective without any finther action or consent of Borrower. Bank shall provide notice to Borrower of any such amendment reasonably promptly after such amendment becomes effective. If the applicable interest rate under this Sweep Rider is based on a Benchmark and Bank detennines (which detennination shall be final and conclusive) that (A) such Benclnnark cannot be determined pursuant to its definition other than as a result of a Benclnnark Transition Event (as defined in the Benchmark Replacement Addendum), or . (B) any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable - 3 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

agency charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impracticable for Bank to make or maintain or fund loans based on that Benclunark, then Bank shall give notice thereof to Bon-ower. Thereafter, until Bank notifies Bon-ower that the circumstances giving rise to such dete1mination no longer exist, (a) the availability of any loans bearing interest based on that Benchmark shall be suspended, and (b) the interest rate for all amounts outstanding under the Line of Credit shall be equal to the Alternate Rate. The Benclunark Replacement Addendum provides a mechanism for detennining an alternative rate of interest in the event that a Benclunark Transition Event (as defined in the Benclunark Replacement Addendum) has occurred. Bank does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration, submission or any other matter related to the Benclunark. To the extent that any term or provision of the Benclunark Replacement Addendum is or may be inconsistent with any te1m or provision in the remainder of this Sweep Rider or any other Loan Document, the terms and provisions of the Benchmark Replacement Addendum shall control. For purposes of this Sweep Rider, "Alternate Rate" means the rate per annum equal to the Base Rate. "Base Rate" means the higher of (i) the Prime Rate and (ii) the sum of the Overnight Bank Funding Rate plus fifty (50) basis points (0.50%); provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. If and when the Base Rate as determined above changes, the rate of interest with respect to any advance bearing interest at a rate based on the Base Rate will change automatically without notice to Borrower, effective on the date of any such change. "Daily lM SOFR" means, for any day, the interest rate per annum determined by the Bank by dividing (the resulting quotient rounded npwards, at the Bank's discretion, to the nearest 1/100th of 1 %) (A) the Term SOFR Reference Rate for such day for a one-month period, as published by the Term SOFR Administrator, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage; provided that if Daily lM SOFR, detennined as provided above, would be less than the Floor, then Daily 1 M SOFR shall be deemed to be the Floor. The rate of interest will he adjusted automatically as of each Business Day based on changes in Daily lM SOFR without notice to the Borrower. "Daily Simple SOFR" means, for any day ( a "SOFR Rate Day"), the interest rate per amrnm detennined by Bank by dividing (the resulting quotient rounded upwards, at Bank's discretion, to the nearest 1/l00th of 1 %) (A) SOFR for the day (the "SOFR Determination Date") that is 2 Business Days prior to (i) such SOFR Rate Day if such SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the SOFR Reserve Percentage, in each case, as such SOFR is published by the NYFRB ( or a successor administrator of the secured overnight financing rate) on the website of the NYFRB, cun-ently at http://www.newyorkfed.org, or any successor source identified by the NYFRB or its successor administrator for the secured overnight financing rate from time to time. If Daily Simple SOFR as determined above would be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. If SOFR for any SOFR Determination Date has not been published or replaced with a Benclunark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the second Business Day immediately following such SOFR Determination Date, then SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding sneh SOFR Dete1mination Date for which SOFR was pnblished in accordance with the definition of "SOFR"; provided that SOFR detennined pursuant to this sentence shall be used for purposes of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days. If and when Daily Simple SOFR as dete1mined above changes, any applicable rate of interest based on Daily Simple SOFR will change automatically without notice to Borrower, effective on the date of any such change. - 4 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

"Daily SOFR" means Daily IM SOFR. "Floor" means a rate of interest per annum equal to zero. "NYFRB" means the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" means, for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set fmth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB ( or by such other recognized electronic source (such as Bloomberg) selected by Bank for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day: provided, fmther, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by Bank at such time (which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate dete1mined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to Borrower. "Prime Rate" means the rate publicly announced by Bank from time to time as its prime rate. The Prime Rate is determined from time to time by Bank as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by Bank to any particular class or categoty of customers. "SOFR" means a rate equal to the secured overnight financing rate as administered by the NYFRB ( or a successor administrator of the secured overnight financing rate). "SOFR Reserve Percentage" means, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System ( or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding. "Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) ( or a successor administrator of the Term SOFR Reference Rate selected by the Bank in its reasonable discretion). "Term SOFR Reference Rate" means the forward-looking term rate based on SOFR. 4. PAYMENTS. Interest will be due and payable on or about the first day of each month and will be charged to the DDA. All fees and expenses due to Battle will be charged to the DDA. If there are insufficient funds in the DDA to pay interest and/or the fees and expenses due, Bank shall, on behalf of Borrower, make an advance under the Line of Credit to the extent Borrower has availability thereunder. Otherwise, any unpaid interest and fees and expenses will be immediately due and payable by Bmrnwer. At the end of any Business Day, any Final Available Balance in the DOA shall be automatically applied to the repayment of the outstanding principal balance under the Line of Credit. 5. EVENT OF DEFAULT. Pursuant to the terms of the Loan Documents, Bank will not be obligated to make any advance under the Line of Credit if any Event of Default ( as defined in the Loan Documents) or event which, with the passage of time, provision of notice or both, would constitute an Event of Default shall have occurred and be continuing. - 5 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

6. STATEMENTS; SECURITY INTEREST. All transfers between the DDA and the Investment will be shown on the monthly statement for the DDA. Investment balances will be shown on a separate monthly statement. Dividends paid by the Money Market Mutnal Fund will be credited to the DDA account. Interest earned on the PNC Daily Interest Sweep will be credited to the DDA on the following Business Day. Bank shall have, with respect to Bon-ower's obligations to Bank and to the extent pennitted by law, a contractual possessory security interest in and a contractnal right of setoff against, and Borrower hereby assigns, conveys, delivers, pledges and grants a security interest to Bank in all of Borrower's right, title and interest in and to, all of Borrower's deposits, moneys, securities and other investment property now or hereafter in the possession of or on deposit with, or in transit to, the Investment, Bank or any direct or indirect subsidiary of The PNC Financial Services Group, Inc. Upon written direction from Bank, and without further consent from Borrower, the custodian for the Investment is authorized to comply with all entitlement orders, instructions and directions of any kind originated by Bank concerning the Investment. 7. INVESTMENTS; LIMITATION OF LIABILITY. Bank has forwarded to Borrower all required investment disclosures for the Investment, including the prospectns for the Money Market Mutual Fund, if applicable, and Bo1rnwer has selected such Investment. Borrower acknowledges receipt of the prospectus and other disclosures for the Money Market Mutnal Fund, if applicable, and further acknowledges that Bank has not provided any advice or recommendations of any kind with respect to the selection of the Money Market Mntual Fund. Borrower acknowledges that the provision of the services outlined in this Sweep Rider does not create a fidnciary relationship between Borrower and Bank. Bo1rnwer represents to Bank that it has all necessary authority to invest in the Investment selected. All Investment selections are made at Bmrnwer' s own risk and are without recourse to Bank. The Investment involves investment risk, including possible loss of principal amount invested and the other risks described in the Disclosure included in this Sweep Rider. Bank and its affiliates may provide investment advisory and other services to or for the Money Market Mutual Fund and, if such services are provided, shall be compensated for such services. Bank may vote any proxy received with respect to the Money Market Mutnal Fund, in its sole discretion, including voting to change fees paid by the Money Market Mutual Fund to Bank or its affiliates. Battle may revise the Investment options available from time to time upon notice to Bmrnwer. In performing services hereunder, Bank will be governed by a standard of ordinary care. Bank shall not be liable for any actions of the transfer agent, custodian or distributor of the Money Market Mutual Fund or any other third party. In any event, Bank shall not be liable for any indirect, consequential, incidental, punitive, exemplary or special losses, damages or expenses (including counsel fees) which Borrower may incur or suffer, whether or not the possibility or likelihood of such damage was known or contemplated by Bank. In no event will Bank be liable for its inability to perfonn its obligations hereunder if such inability arises out of causes beyond its reasonable control. 8. TERMINATION. This Sweep Rider may be tenninated by either party upon written notice to the other. Notwithstanding the prior sentence, this Sweep Rider may be immediately terminated by Bank without notice upon (i) the filing by or against Borrower of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding ( and in the case of any such proceeding instituted against Borrower, such proceeding is not dismissed or stayed within thirty (30) days of the commencement thereof, provided that Bank shall not be obligated to advance additional funds during such period); or (ii) any assignment by Bmrnwer for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of Borrower held by or deposited with Bank. If this Sweep Rider is terminated, Bank shall in its discretion (i) direct the redemption of all Money Market Mutual Fund balances and (ii) transfer all funds in the Investment to the DDA to cover any negative balance in the DDA and to repay alllounts owed under the Line of Credit, in such order as Bank may detennine. Following such transfer from the Investment, the transfer instructions set forth in Section 2 of this Sweep Rider and all other provisions stated herein shall no longer apply, and the terms of the Loan Documents (without giving effect to this Sweep Rider) shall thereafter govern the Line of Credit. - 6 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

9. FEES. Bank's monthly fee for its services relating to this Sweep Rider is set forth on the Schedule. Such fee may be modified by Bank from time to time upon written notice to Borrower. Bank may be separately and additionally compensated or may derive profit in connection with the Investment. 10. MISCELLANEOUS. No modification, amendment or waiver of, or consent to any departure by Borrower from, any provision of this Sweep Rider will be effective unless made in a writing signed by Bank, and then such amendment, waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, Bank may modify this Sweep Rider for the purposes of completing missing content or conecting erroneous content, without the need for a written amendment, provided that Bank shall send a copy of any such modification to B01rnwer (which notice may be given by electronic mail). No delay or omission on Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Bank's action or inaction impair any such right or power. If any provision contained in this Sweep Rider should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions. This Sweep Rider may be signed in any number of counterpatt copies and by the patties hereto on separate counterpatts, but all such copies shall constitute one and the same instrument. 11. NOTICES; ELECTRONIC SIGNATURES AND RECORDS. All notices, disclosures, statements, demands, requests, consents, approvals and other communications required or petmitted hereunder ("Notices") must be in writing (except as otherwise provided in this Sweep Rider or in the other Loan Documents). Notices may be given in any manner to which the patties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time or tlu·ough an automated platfonn that Bank provides to Borrower. Notices will be effective upon receipt. For purposes hereof, "receipt" means: (i) for notices sent by U.S. mail, the third business day after the date such notice was sent; (ii) for notices delivered by hand or sent by overnight courier service, the date delivered; (iii) for notices sent by facsimile or electronic communication, the date when sent; and (iv) for notices sent by any other method, the date received. Bonower agrees that this Sweep Rider, the other Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related thereto (each, a "Communication") may, at Bank's option, be in the form of an electronic record. Any Communication may, at Bank's option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this section may include, without limitation, use or acceptance by Bank of a manually signed paper Communication which has been converted into electronic fonn (such as scanned into PDF format) for transmission, delivery and/or retention. 12. ENTIRE AGREEMENT. This Sweep Rider and the Loan Documents and all of the documents and instruments referenced therein constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, between the patties with respect to the subject matter hereof. 13. SUCCESSORS AND ASSIGNS. This Sweep Rider will be binding upon and inure to the benefit of Borrower and Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that Borrower may not assign this Sweep Rider in whole or in part without Bank's prior written consent; and Bartle may, at any time, assign any of its rights and obligations under this Sweep Rider in whole or in patt. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 7 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. BANK: PNC BANK, NATIONAL ASSOCIATION Disclosure: FDIC regulations require banks to make certain disclosures to their customers (refe1Ted to herein as "Bo1Tower" or "you") who use sweep services to move funds from a deposit account to another deposit account or to a non-deposit investment vehicle. The purpose of this communication is to inform you whether your funds subject to sweep mrnngements are deposits covered by FDIC deposit insurance or, if not, what the status of your funds would be if the Bank failed. You use the Bank's Line of Credit Sweep service, which sweeps funds from your Bank demand deposit account to pay down your loan with the Bartle In the event of the failure of the Bank, the FDIC would treat the sweep transaction for that day as having been completed. If funds were swept from your demand deposit account to your loan account, the FDIC would recognize the credit to reduce the amount of your loan. If you use the Investment Sweep feature with your Line of Credit Sweep service, shown below are the disclosures for the investment sweep vehicle you arc using, explaining whether or not your funds would be deposits covered by FDIC insurance. If you use the PNC Daily Interest Sweep with your Line of Credit Sweep service: You use the PNC Daily Interest Sweep Investment Sweep feature with your PNC Bank Line of Credit Sweep service, which sweeps funds from your Bank demand deposit account to a domestic deposit account with the Bank and is FDIC insured to the legal limit. The balance of the PNC Daily Interest Sweep shall be determined by adding amounts credited to the PNC Daily Investment Sweep, less the amounts deducted from the PNC Daily Investment Sweep during the applicable time period. If you use a money market mutual fund with your Line of Credit Sweep service: You use the PNC Bank Sweep Investment service with your PNC Bank Line of Credit Sweep service, which sweeps funds from your Bank demand deposit account to a money market mutual fund. Investors should carefully consider the investment objectives, risks and fees of the money market mutual fund carefully before investing. The applicable money market mutual fund prospectus should be read carefully before investing. Funds in a money market mutual fund are not deposits and are not guaranteed or insured by the FDIC, the U.S. Government or any bank, including Bank. With the Sweep Investment service to a money market mutual fund, funds swept from your demand deposit account on a given day are not transferred to the money market mutual fund until the next banking day. In the event of the failure of the Bank, the FDIC would treat the sweep transaction for that day as not having been completed. In that case, your funds would ·be treated as remaining in your demand deposit account and the funds would be coVered by FDIC insurance to the maximum amount provided by law. - 9 - Form 24B-S - Multistate Rev. 6/22 123962282-3

GRAPHIC

Benchmark Replacement Addendum Notwithstanding anything to the contraty herein or in any other Loan Document, if Bank determines (which determination shall be final and conclusive) that a Benchmark Transition Event has occurred with respect to a Benchmark, Bank may amend this Sweep Rider to replace such Benchmark with a Benchmark Replacement ( as defined below); and any such amendment shall be in writing, shall specify the date that the Benchmark Replacement is effective and will not require any futiher action or consent of Borrower. Until the Benchmark Replacement is effective, amounts bearing interest with reference to a Benchmark will continue to bear interest with reference to such Benchmark as long as such Benchmark is available, and otherwise such amounts automatically will bear interest at the Alternate Rate. For purposes of this Addendum, the following tenns have the meanings set fotih below: "Benchmark" means, at any time, any interest rate index then used in the determination of an interest rate nnder the terms of this Sweep Rider. Once a Benchmark Replacement becomes effective under this Sweep Rider, it is a Benchmark. "Benchmark Replacement" means, for any Benchmark, the sum of (a) an alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case that has been selected by Bank as the replacement for such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the official sector or any official sector-sponsored committee or working group, for U.S. dollar-denominated credit facilities at such time; provided that, if the Benchmark Replacement as detetmined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Sweep Rider and the other Loan Documents. "Benchmark Transition Event" means a public statement or publication by or on behalf of the administrator of a Benchmark, the regulatoty supervisor of such administrator, the Board of Governors of the Federal Reserve System, NYFRB, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark or (b) such Benclnnark is or will no longer be representative. Rl (SOFR STD 2021 (notice)) Streamlined 123962282-3 Form 24B-S - Multistate Rev. 6/22

v3.23.4
Cover
Dec. 19, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 19, 2023
Entity File Number 0-31157
Entity Registrant Name INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Entity Central Index Key 0000836690
Entity Tax Identification Number 23-2507402
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 720 Pennsylvania Drive
Entity Address, City or Town Exton
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19341
City Area Code 610
Local Phone Number 646-9800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol ISSC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

Innovative Solutions and... (NASDAQ:ISSC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Innovative Solutions and... Charts.
Innovative Solutions and... (NASDAQ:ISSC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Innovative Solutions and... Charts.