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084126\039\6159125.v4  ACKNOWLEDGMENT AND AGREEMENT      Dated: June 9, 2022.     Each of the undersigned has (a) guaranteed the payment and performance of all  obligations of Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air  T”), Jet Yard, LLC, an Arizona limited liability company (together with its successors and  assigns, “Jet Yard”; and together with Air T being sometimes collectively referred to herein as  the “Borrowers” and individually as a “Borrower”), to MINNESOTA BANK & TRUST, a  Minnesota state banking corporation (the “Lender”), pursuant to the terms of an Amended and  Restated Guaranty dated as of August 31, 2021 (the “Guaranty”), jointly and severally made by  the undersigned in favor of the Lender, which obligations include, without limitation, all  “Obligations” (as defined in the Original Agreement described below) of the Borrowers to the  Lender pursuant to that certain Third Amended and Restated Credit Agreement dated as of  August 31, 2021 (the “Original Agreement”), between the Borrowers and the Lender, and (b)  granted a first priority security interest in its assets to the Lender as collateral for such  Obligations pursuant to the terms of that certain Amended and Restated Security Agreement  dated as of August 31, 2021 (the “Security Agreement”).     Each of the undersigned acknowledges that it has received a copy of the proposed  Amendment No. 1 to Third Amended and Restated Credit Agreement dated to be effective as of  June 9, 2022 (the “Amendment”; capitalized terms not otherwise defined herein being used  herein as defined in the Original Agreement as amended by the Amendment) providing for a  commitment by the Lender to make “Overline Loans” in the aggregate principal amount of up to  $5,000,000 and amending certain other terms of the Original Agreement.  Each of the  undersigned (a) confirms that both the Guaranty and the Security Agreement remain in full force  and effect, (b) agrees and acknowledges that the Amendment shall not in any way impair or limit  the rights of the Lender under the Guaranty or under the Security Agreement, and (c) hereby  acknowledges and agrees that (i) pursuant to the Guaranty, the Guarantors jointly and severally  guaranty the payment and performance of all Obligations under the Original Agreement as  amended by the Credit Agreement, including, without limitation, the repayment of the Overline  Loans, and (ii) pursuant to the Security Agreement each of the undersigned continues to grant a  security interest to the Lender in the “Collateral” covered thereby to secure all Obligations of the  Borrowers to the Lender, including, without limitation, all Loans now or hereafter made by the  Lender under the Original Agreement as amended by the Credit Agreement.     Each of the undersigned agrees that each reference to the “Credit Agreement”, the “Loan  Agreement”, “therein”, “thereof”, “thereby” or words of similar effect referring to the Credit  Agreement in any Loan Document to which such undersigned is a party shall mean and be a  reference to the Original Agreement, as amended by the Amendment.     Each of the undersigned: (a) represents and warrants to the Lender that no events have  taken place and no circumstances exist at the date hereof which would give such undersigned the  right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the  Obligations guaranteed by such undersigned or for the enforcement of the Guaranty; and (b)  hereby releases and forever discharges the Lender and its successors, assigns, directors, officers,  agents, employees and participants from any and all actions, causes of action, suits, proceedings,  DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






  debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in  equity, which such undersigned ever had or now has against the Lender or its successors, assigns,  directors, officers, agents, employees or participants by virtue of their relationship to the  Borrowers or any of the undersigned in connection with the Loan Documents and the  transactions related thereto.     Nothing in this Acknowledgment and Agreement requires the Lender to obtain the  consent of any of the undersigned to any future amendment, modification or waiver to the  Original Agreement, as amended by the Amendment, or any other Loan Document to which such  undersigned is a party except as expressly required by the terms of the Loan Documents to which  such undersigned is a party.     This Acknowledgment and Agreement may be executed in counterparts and by separate  parties in separate counterparts, each of which shall be an original and all of which taken  together shall constitute one and the same document.  The delivery of a facsimile, pdf or other  digital copy of an executed counterpart of this Acknowledgment and Agreement shall be deemed  to be valid execution and delivery of this Acknowledgment and Agreement.    [SIGNATURE PAGES FOLLOW] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






[Guarantor Acknowledgment and Agreement Signature Page]  Each of the undersigned has executed this Acknowledgment and Agreement to be effective as of  the first date set forth above.      AIRCO, LLC    By:       Name:  Mark Jundt  Title:     Secretary      AIR T GLOBAL LEASING, LLC      By:       Name:  Mark Jundt  Title:     Secretary      AIRCO SERVICES, LLC      By:       Name:  Mark Jundt  Title:     Secretary      AIRCO 2, LLC    By: AIRCO, LLC  Its: Sole Member    By:       Name:  Mark Jundt  Title:     Secretary     DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






[Guarantor Acknowledgment and Agreement Signature Page]  Air’Zona Aircraft Services, LLC    By:       Name:  Mark Jundt  Title:     Secretary      CSA AIR, INC.    By:       Name:  Mark Jundt  Title:     Secretary    GLOBAL GROUND SUPPORT, INC.    By:       Name:  Mark Jundt  Title:     Secretary      JET YARD SOLUTIONS, LLC    By: Stratus Aero Partners, LLC  Its: Sole Member    By: Air T, Inc., a Delaware corporation  Its: Manager    By:        Name: Mark Jundt  Its:       Secretary    MOUNTAIN AIR CARGO, INC.      By:       Name:  Mark Jundt  Title:     Secretary      DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






[Guarantor Acknowledgment and Agreement Signature Page]  SPACE AGE INSURANCE COMPANY      By:       Name:  Mark Jundt  Title:     Secretary      STRATUS AERO PARTNERS, LLC    By: Air T, Inc., a Delaware corporation  Its: Manager      By:        Name: Mark Jundt  Its:       Secretary      WORTHINGTON AVIATION, LLC       By:       Name:  Mark Jundt  Its:   Secretary      DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






084126\039\6166851.v2  ACKNOWLEDGMENT AND AGREEMENT      Dated: June 9, 2022.     The undersigned, Jet Yard, LLC, an Arizona limited liability company (the  “Guarantor”) has (a) guaranteed the payment and performance of all obligations of its affiliate,  Air T, Inc., a Delaware corporation (together with its successors and assigns, “Air T”), to  MINNESOTA BANK & TRUST, a Minnesota state banking corporation (the “Lender”),  pursuant to the terms of a Guaranty dated as of August 31, 2021 (the “Guaranty”) executed by  the Guarantor in favor of the Lender, which obligations include, without limitation, all  “Obligations” (as defined in the Original Agreement described below) of Air T to the Lender  pursuant to that certain Third Amended and Restated Credit Agreement dated as of August 31,  2021 (the “Original Agreement”), between the Guarantor and Air T as the “Borrower” parties  and the Lender, and (b) granted a first priority security interest in its assets to the Lender as  collateral for such Obligations pursuant to the terms of that certain Amended and Restated  Security Agreement dated as of August 31, 2021 (the “Security Agreement”).     The Guarantor acknowledges that it has received a copy of the proposed Amendment No.  1 to Third Amended and Restated Credit Agreement dated to be effective as of June 9, 2022 (the  “Amendment”) providing for a commitment by the Lender to make “Overline Loans” in the  aggregate principal amount of up to $5,000,000 to Air T and amending certain other terms of the  Original Agreement.  The Guarantor (a) confirms that both the Guaranty and the Security  Agreement remain in full force and effect, (b) agrees and acknowledges that the Amendment  shall not in any way impair or limit the rights of the Lender under the Guaranty or under the  Security Agreement, and (c) hereby acknowledges and agrees that (i) pursuant to the Guaranty,  the Guarantor guarantees the payment and performance of all Obligations under the Original  Agreement, as amended by the Credit Agreement, including, without limitation, the repayment  of the Overline Loans, and (ii) pursuant to the Security Agreement the Guarantor continues to  grant a security interest to the Lender in the “Collateral” covered thereby to secure all  Obligations under the Original Agreement, as amended by the Credit Agreement, including,  without limitation, the repayment of the Overline Loans.     The Guarantor agrees that each reference to the “Credit Agreement”, the “Loan  Agreement”, “therein”, “thereof”, “thereby” or words of similar effect referring to the Credit  Agreement in any Loan Document to which the Guarantor is a party shall mean and be a  reference to the Original Agreement, as amended by the Amendment.     The Guarantor: (a) represents and warrants to the Lender that no events have taken place  and no circumstances exist at the date hereof which would give the Guarantor any right to assert  a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations  guaranteed by the Guarantor or for the enforcement of the Guaranty; and (b) hereby releases and  forever discharges the Lender and its successors, assigns, directors, officers, agents, employees  and participants from any and all actions, causes of action, suits, proceedings, debts, sums of  money, covenants, contracts, controversies, claims and demands, at law or in equity, which the  Guarantor ever had or now has against the Lender or its successors, assigns, directors, officers,  agents, employees or participants by virtue of their relationship to Air T or the Guarantor in  connection with the Loan Documents and the transactions related thereto.  DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






     Nothing in this Acknowledgment and Agreement requires the Lender to obtain the  consent of the Guarantor to any future amendment, modification or waiver to the Original  Agreement, as amended by the Amendment, or any other Loan Document to which the  Guarantor is a party except as expressly required by the terms of the Loan Documents to which  the Guarantor is a party.     The delivery of a facsimile, pdf or other digital copy of an executed counterpart of this  Acknowledgment and Agreement shall be deemed to be valid execution and delivery of this  Acknowledgment and Agreement.    [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219 





 






[Guarantor Acknowledgment and Agreement Signature Page]  The Guarantor has executed this Acknowledgment and Agreement to be effective as of the first  date set forth above.    JET YARD, LLC, an Arizona limited liability company    By: Stratus Aero Partners, LLC  Its: Sole Member    By: Air T, Inc., a Delaware corporation  Its: Manager    By:        Name: Mark Jundt  Its:       Secretary    DocuSign Envelope ID: 70B9FD62-0052-408A-BE24-C0025BA3E219