airt-20230206

______________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 31, 2023

______________________________________________________________________________

AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________________________________

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

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	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market

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 (see General Instruction A.2. below):


☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			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 January 31, 2023, Air T, Inc. (“Company”) acquired all of the issued and outstanding common stock of Worldwide Aircraft Services, Inc., a Kansas corporation (“Worldwide”) for $3,078,021. Approximately $1,628,000 of the purchase price was paid at closing. The remaining amount bears interest at the rate of six percent (6%) per annum and is payable via periodic payments up to the January 1, 2026 maturity date. Worldwide is a maintenance, repair and overhaul business located in Springfield, Missouri.

In connection with the acquisition, the Company and Jet Yard, LLC entered Amendment No. 2 to the Third Amended and Restated Credit Agreement (“Amendment No. 2”) with Minnesota Bank & Trust, a division of HTLF Bank, successor by merger with MBT (“MBT”). Amendment No. 2 amends the Third Amended and Restated Credit Agreement dated as of August 31, 2021 as amended by that certain Amendment No. 1 to the Third Amended and Restated Credit Agreement dated June 9, 2022. Amendment No. 2 provides for a new term loan (“Term Loan F”) in the amount of $1,000,000 to help finance a portion of the consideration paid by the Company for Worldwide. Pursuant to the amendment, the Company executed Term Note F in favor of MBT in the original principal amount of $1,000,000. The note bears interest at a rate equal to the greater of six percent (6%) or the prime rate plus one percent (1%). The note obligates the Company to make monthly payments of principal in the amount of $16,666.67 plus accrued interest commencing March 1, 2023. The note may be prepaid, in whole or part, at any time without penalty and final payment of all amounts due under the note is due January 31, 2028. Events of default under the Note are defined in the Credit Agreement.

In connection with the acquisition, amendment and term loan, the Company entered into a collateral assignment of the Worldwide Stock Purchase Agreement and Worldwide entered into a joinder to the Guaranty and the Security Agreement. Non-borrower entities of the Company and Jet Yard also acknowledged and agreed to the transactions.

The foregoing summary of the terms of the agreements and transactions is qualified in their entirety by reference to Amendment No. 2 and Term Note F filed as Exhibits 10.1 – 10.2 herewith, which are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The acquisition of Worldwide is not material to the Company and therefore no financial statements are required to be filed with this Current Report on Form 8-K.

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

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits


10.1			Form of Amendment No. 2 to Third Amended and Restated Credit Agreement between Air T, Inc., Jet Yard, LLC and MBT dated as of January 31, 2023
10.2			Form of Term Note F dated January 31, 2023

SIGNATURES

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

Date: February 6, 2023

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

084126\039\6303338.v3 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 31, 2023 (the “Amendment”), between 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”), and Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”). RECITALS: A. The Borrowers and the Lender are parties to that certain Third Amended and Restated Credit Agreement dated as of August 31, 2021, as amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement dated June 9, 2022 (the “Original Agreement”), pursuant to which Lender has agreed to extend credit to the Borrowers under the terms and conditions set forth therein. B. The Borrowers have requested that the Lender provide a new term loan in the amount of $1,000,000.00 to finance a portion of the consideration to be paid by Air T for acquiring all of the issued and outstanding common stock of Worldwide Aircraft Services, Inc., a Kansas corporation. C. Subject to the terms and conditions of this Amendment, the Lender will agree to the foregoing request of the Borrowers. NOW, THEREFORE, the parties agree as follows: 1. Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby. 2. Amendments. (a) The definition of the terms “Loan Documents” and“Maturity Date”, appearing in Section Article I of the Original Agreement are hereby amended in their respective entireties to read as follows: “ Loan Documents” means, collectively, this Agreement, the Security Agreement, the Guaranties, the Collateral Account Agreements, the Revolving Credit Note, the Overline Note, the Term Notes, the North Carolina Assignment, the North Carolina Deed of Trust, each Hedge Agreement, the Worldwide Assignment, each Subordination Agreement and all other agreements, documents, certificates and instruments executed and delivered to the Lender by any Loan Party or by any Pledgor Party in connection therewith. DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

2 ‘Maturity Date’ means, the earlier of: (a) the date on which the Loans become due and payable under Section 8.02 upon the occurrence of an Event of Default; or (b) (i) the Overline Termination Date for the Overline Loans; (ii) the Revolving Credit Termination Date for the Revolving Credit Loans; (iii) August 30, 2031 for Term Loan A, Term Loan B and the Jet Yard Term Loan; (iv) January 1, 2028 for Term Loan D; (v) June 25, 2025 for Term Loan E; or January 31, 2028 for Term Note F.” (b) Article I of the Original Agreement is further amended by inserting definitions of the following terms in the appropriate alphabetical order: “ ‘Second Amendment’ means that certain Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of January 31, 2023, amending this Agreement. ‘Second Amendment Effective Date’ means the ‘Effective Date’ of the Second Amendment, as such term is therein defined. ‘Term Loan F’ means the Loan in the original principal amount of $1,000,000.00 made by Lender to Air T on the Second Amendment Effective Date, evidenced by Term Note F. ‘Term Note F” means the Term Note in the original principal amount of $1,000,000.00, dated January 31, 2023, in the form provided by Lender, made by Air T payable to the order of the Lender, as such promissory note may be amended, modified or supplemented from time to time, and such term shall include any substitutions for, or renewals of, such promissory note. ‘Worldwide Aircraft’ means Worldwide Aircraft Services, Inc., a Kansas corporation. ‘Worldwide Acquisition’ means the acquisition by Air T of all of the issued and outstanding common stock of Worldwide Aircraft for an aggregate purchase price of $3,670,000 pursuant to the Worldwide Stock Purchase Agreement and the other Worldwide Acquisition Documents. ‘Worldwide Acquisition Documents’ means the documents listed on Schedule A to the Second Amendment. ‘Worldwide Aviation” means Worldwide Aviation, LLC, a Missouri limited liability company. ‘Worldwide Stock Purchase Agreement’ means that certain Stock Purchase Agreement dated as of January 31, 2023, by and among Air T, Worldwide Aircraft, Worldwide Aviation, as the “Seller” party, and certain members of Worldwide Aviation. DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

3 (c) Section 2.01 of the Original Agreement is hereby amended by inserting the following new Section 2.01(d) immediately following Section 2.01(c): “ (d) On the Second Amendment Effective Date, the Lender shall disburse Term Loan F to Air T to finance a portion of costs incurred by the Air T in consummating the Worldwide Acquisition.” (d) Section 2.06 of the Original Agreement is amended by redesignating existing subsections (f), (g) and (h) of such Section as subsections (g), (h) and (i) and inserting a new subsection (f) to read as follows: “ Term Note F. The Term Loan F made by the Lender shall be evidenced by the Term Note F. Term Loan F shall mature and be payable in accordance with the provisions of Term Note F. The Lender shall enter in its records the amount of Term Loan F, the rate of interest borne on Term Loan F and the payments of Term Loan F received by the Lender, and such records shall be conclusive evidence of the subject matter thereof, absent manifest error.” 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) when, and only when, the Lender shall have received: (a) this Amendment, duly executed by a Responsible Officer of each Borrower; (b) the Term Note F, in the form provided by Lender, duly executed by a Responsible Officer of Air T; (c) a certificate of the secretary of each Borrower in the form provided by the Lender, appropriately completed and duly executed by such Borrower’s secretary; (d) an Acknowledgment and Agreement, in the form provided by the Lender, duly executed by each Guarantor that is not a Borrower; (e) an Acknowledgment and Agreement, in the form provided by the Lender, duly executed by Jet Yard; (f) a non-refundable amendment fee in the amount of $2,500, payable in immediately available funds; (g) a Subordination Agreement, in the form provided by the Lender, duly executed by Worldwide Aviation; (h) one or more landlord waiver documents, each in the form provided by the Lender, duly executed by the lessor of any space leased by Worldwide; (i) a Joinder to Guaranty document, in the form provided by the Lender, duly executed by Worldwide; DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

4 (j) a Joinder to Security Agreement document, in the form provided by the Lender, duly executed by Worldwide; (k) a certificate of the secretary of Worldwide in the form provided by the Lender, appropriately completed and duly executed by Worldwide’s secretary; (l) a Collateral Assignment of Stock Purchase Agreement (the “Worldwide Assignment”) with regards to the Worldwide Transaction Documents, in the form provided by the Lender, duly executed by Borrower; (m) payoff letters (collectively, the “Worldwide Payoff Letters”), each in a form acceptable to Lender, duly executed by each Person holding a Lien in the assets of Worldwide; (n) UCC, tax, and judgment lien search results against the property of Worldwide evidencing the absence of Liens on its assets except for Liens that will be terminated pursuant to the Worldwide Payoff Letters; (o) a signed copy of each of the Worldwide Transaction Documents, together with evidence satisfactory to the Lender that: (i) all conditions precedent to the consummation of the Worldwide Acquisition have been satisfied or waived; (ii) all necessary regulatory approvals to the consummation of the Worldwide Acquisition have been obtained; (iii) no litigation exists relating to the Worldwide Acquisition; and (iv) contemporaneously with the Borrower’s receipt of the proceeds of Term Loan F, the Worldwide Acquisition will be consummated in full in accordance with the terms of the Worldwide Transaction Documents; and (p) such other documents as the Lender may reasonably request. 4. Representations and Warranties. To induce the Lender to enter into this Amendment, the Borrowers jointly and severally represent and warrant to the Lender as follows: (a) The execution, delivery and performance by the Borrowers of this Amendment, the Term Note F and any other Loan Document to which either or both Borrowers is a party have been duly authorized by all necessary corporate, or as the case may be, limited liability company, action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (including, without limitation, any shareholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of either Borrower’s formation or governance documents, any agreement binding on or applicable to either Borrower or either Borrower’s property, or any law or governmental regulation or court decree or order, binding upon or applicable to either Borrower or of any of either Borrower’s property and will not result in the creation or imposition of any security interest or other lien or encumbrance in or on any of its property pursuant to the provisions of any agreement applicable to either Borrower or either Borrower’s property; (b) The representations and warranties contained in the Original Agreement DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

5 are true and correct as of the date hereof as though made on that date except: (i) to the extent that such representations and warranties relate solely to an earlier date; and (ii) that the representations and warranties set forth in Section 5.04 of the Original Agreement to the audited annual financial statements and internally-prepared interim financial statements of Air T shall be deemed to be a reference to the audited financial statements and interim financial statements, as the case may be, of Air T most recently delivered to the Lender pursuant to Section 6.01(a) or 6.01(b) of the Original Agreement; (c) No events have taken place and no circumstances exist at the date hereof which would give either or both Borrowers the right to assert a defense, offset or counterclaim to any claim by the Lender for payment of the Obligations; (d) The Original Agreement, as amended by this Amendment, and each other Loan Document to which any Borrower is a party are the legal, valid and binding obligations of such Loan Party and are enforceable in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws, rulings or decisions at the time in effect affecting the enforceability of rights of creditors generally and to general equitable principles which may limit the right to obtain equitable remedies; and (e) Both before and after giving effect to this Amendment, there does not exist any Default or Event of Default. 5. Release. The Borrowers hereby jointly and severally release and forever discharge 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 either or both Borrowers ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of the Lender’s relationship to the Borrowers in connection with the Loan Documents and the transactions related thereto 6. Reference to and Effect on the Loan Documents. (a) From and after the date of this Amendment, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement, and each reference to the “Credit Agreement”, the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Original Agreement in any other Loan Document shall mean and be a reference to the Original Agreement as amended hereby; and except as specifically set forth above, the Original Agreement remains in full force and effect and is hereby ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under the Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document. 7. Costs, Expenses and Taxes. The Borrowers jointly and severally agree to pay on DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

6 demand all costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and the other documents to be delivered hereunder or thereunder, including their reasonable attorneys’ fees and legal expenses. In addition, the Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery, filing or recording of this Amendment and the other instruments and documents to be delivered hereunder and agrees to save the Lender harmless from and against any and all liabilities with respect to, or resulting from, any delay in the Borrowers’ paying or omission to pay, such taxes or fees. 8. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. 9. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 10. Counterparts. This Amendment 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. Receipt by telecopy, pdf file or other electronic means of any executed signature page to this Amendment shall constitute effective delivery of such signature page. 11. Recitals. The Recitals hereto are incorporated herein by reference and constitute a part of this Amendment. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above. Air T, Inc., a Delaware corporation By: Name: Brian Ochocki Title: Chief Financial Officer 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: Brian Ochocki Its: Chief Financial Officer Minnesota Bank & Trust, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust By_____________________ Name: Dianne Wegscheid Title: Senior Vice President/Commercial Team Lead [Signature page Amendment No. 2 to Third Amended and Restated Credit Agreement] DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

SCHEDULE A Worldwide Transaction Documents 1. Worldwide Stock Purchase Agreement 2. Stock Certificates for each share of the common stock of Worldwide, together with stock powers executed in blank 3. Seller Note 4. Shareholder consents 5. License Agreement 6. Lease Agreement 7. Transition Services Agreement DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

6308261.v3 TERM NOTE F U.S. $1,000,000.00 Dated as of January 31, 2023 FOR VALUE RECEIVED, the undersigned, AIR T, INC., a Delaware corporation (the “Maker”), promises to pay to the order of MINNESOTA BANK & TRUST, a division of HTLF Bank, successor by merger to Minnesota Bank and Trust (the “Lender”), the principal sum of ONE MILLION AND No/100THS DOLLARS (U.S. $1,000,000.00)) on January 31, 2028, or such earlier date (the “Maturity Date”) as this promissory note (this “Note”) may be declared due and payable by Lender pursuant to the terms hereof and the terms of the Credit Agreement (hereinafter defined), together with interest thereon in: (a) consecutive monthly installments of principal each in the amount of $16,666.67 plus accrued interest, commencing March 1, 2023, and continuing through, to and including January 1, 2028; and (b) a final installment equal to the entire remaining principal balance hereof, and accrued, but unpaid interest thereon, shall be due and payable on January 31, 2028. This Note is made pursuant to the terms and conditions set forth in that certain Third Amended and Restated Credit Agreement dated of even date herewith by and between Maker, its co-Borrower, Jet Yard, LLC, an Arizona limited liability company, and Lender (as amended, modified, supplemented or restated from time to time being the “Credit Agreement”). The amount disbursed by the Lender to Maker, repayment of which is evidenced by this Note, is referred to as the “Loan”. All capitalized terms used and not expressly defined herein shall have the meanings given to such terms in the Credit Agreement. Interest. The Maker promises to pay interest (computed on the basis of the number of days elapsed in a year of 360 days) on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at a fluctuating annual rate of interest equal to the greater of (a) 6.00% or (b) the sum of (i) the Prime Rate (hereinafter defined), as in effect on the date hereof and as the same may adjust from time to time, plus (ii) 1.00%. Interest accrued during each calendar month shall be due and payable on the first day of the following calendar month, with the first such interest payment due on March 1, 2023. Interest shall also be payable at maturity and interest accrued after maturity shall be payable on demand. The term “Prime Rate” shall mean the prime rate published in the money rates section of the Wall Street Journal, floating, and changing with each change of such published rate, or if the Wall Street Journal ceases to publish such rate, as published in the Federal Reserve Board’s Statistical Release H. 15. If the Prime Rate becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. Borrower understands that Lender may make loans based on other rates as well. Interest on the unpaid principal balance of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph. Maker understands that Lender may DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

TERM NOTE F Page 2 U.S. $1,000,000.00 January 31, 2023 make loans based on other rates as well. NOTICE: under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Payments. Both principal and interest are payable in lawful money of the United States of America to the Lender at 9800 Bren Road East, Suite 200, Minnetonka, MN 55343 (or other location specified by the Lender) in immediately available funds. By its execution of this Note, the Maker authorizes the Lender to charge from time to time against any of Maker’s depository accounts maintained with the Lender any such payments when due and the Lender will use its reasonable efforts to notify the Maker of such charges. Interest Calculation Method. Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which interest is due. If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Prepayment; Minimum Interest Charge. Borrower may voluntarily prepay the loan evidenced by this Note in whole or in part at any time. Early payments will not, unless agreed to by Lender in writing, relieve Maker of Maker’s obligation to continue to make payments of accrued unpaid interest. Rather, early payment will reduce the principal balance due. Maker agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If Maker sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Maker will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Minnesota Bank & Trust, 9800 Bren Road East, Suite 200, Minnetonka, MN 55343. Late Charge. If a payment due hereunder is not made within seven days after the date when due, Maker shall pay to Lender a late payment charge of 5% of the amount of the overdue payment to compensate Lender for a portion of the cost related to handling the overdue payment. Credit Agreement. This Note is the Term Note F referred to in, and is entitled to the benefits of, the Third Amended and Restated Credit Agreement dated as of August 31, 2021 (as it may be modified, supplemented or restated from time to time being the “Credit Agreement”; capitalized terms not otherwise defined herein being used herein as therein defined) between the Borrower, its co-Borrower, Jet Yard, LLC, an Arizona limited liability company, and the Lender. The DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

TERM NOTE F Page 3 U.S. $1,000,000.00 January 31, 2023 Credit Agreement, among other things, (i) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events prior to the maturity hereof upon the terms and conditions therein specified; and (ii) contains provisions for the mandatory prepayment hereof upon certain conditions. Security Agreement. This Note is secured by, among other things, that certain Amended and Restated Security Agreement dated as of August 31, 2021, executed by the Maker and the other Loan Parties in favor of Lender. Waiver of Presentment and Demand for Payment; Etc. Maker and any endorsers or guarantors hereof severally waive presentment and demand for payment, notice of intent to accelerate maturity, protest or notice of protest and non-payment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further security or the release of any security for this Note, all without in any way affecting the liability of Maker and any endorsers or guarantors hereof. No extension of time for the payment of this Note, or any installment thereof, made by agreement by Lender with any Person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the undersigned, even if the undersigned is not a party to such agreement. Event of Default. Any “Event of Default” (as defined in the Credit Agreement) shall constitute an Event of Default under this Note. Upon the occurrence of an Event of Default, in addition to any other rights or remedies Lender may have at law or in equity or under the Credit Agreement or under any other Loan Document, Lender may, at its option, without notice to Maker, declare immediately due and payable the entire unpaid principal sum hereof, together with all accrued and unpaid interest thereon plus any other sums owing at the time of such Event of Default pursuant to this Note, the Security Agreement or any other Loan Document. The failure to exercise the foregoing or any other options shall not constitute a waiver of the right to exercise the same or any other option at any subsequent time in respect of the same event or any other event. The acceptance by the holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time. Expense Reimbursement. Maker agrees to pay all expenses for the preparation of this Note, as set forth in the Credit Agreement, including exhibits, and any amendments to this Note as may from time to time hereafter be required, and the reasonable attorneys’ fees and legal expenses of DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

TERM NOTE F Page 4 U.S. $1,000,000.00 January 31, 2023 counsel for Lender from time to time incurred in connection with the preparation and execution of this Note and any document relevant to this Note, any amendments hereto or thereto, and the consideration of legal questions relevant hereto and thereto. Maker agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses) in connection with Lender’s enforcement of the obligations of the Maker hereunder or under the Security Agreement or any other collateral document, whether or not suit is commenced including, without limitation, attorneys’ fees and legal expenses in connection with any appeal of a lower court’s order or judgment. The obligations of the Maker under this paragraph shall survive any termination of the Credit Agreement, this Note, the Security Agreement, and any other Loan Document. Successors and Assigns. This Note shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns except that Maker may not assign or transfer its rights hereunder without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. In connection with the actual or prospective sale by the Lender of any interest or participation in the loan obligation evidenced by this Note, Maker hereby authorizes the Lender to furnish any information concerning the Maker or any of its affiliates, however acquired, to any Person or entity. Usury. Maker and Lender agree that no payment of interest or other consideration made or agreed to be made by Maker to Lender pursuant to this Note shall, at any time, be in excess of the maximum rate of interest permissible by law. In the event such payments of interest or other consideration provided for in this Note shall result in an effective rate of interest which, for any period of time, is in excess of the limit of the usury or any other law applicable to the loan evidenced hereby, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied to the unpaid principal balance and not to the payment of interest; if a surplus remains after full payment of principal and lawful interest, the surplus shall be remitted by Lender to Maker, and Maker hereby agrees to accept such remittance. This provision shall control every other obligation of the Maker and Lender relating to this Note. Business Purpose Loan. The Loan is a business loan. Maker hereby represents that this loan is for commercial use and not for personal, family or household purposes. The Maker agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq. Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

TERM NOTE F Page 5 U.S. $1,000,000.00 January 31, 2023 NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER, THE MAKER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE MAKER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE MAKER. Waiver of Right to Jury Trial; Venue. MAKER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION RELATING TO OR ARISING FROM THIS NOTE. AT THE OPTION OF LENDER, THIS NOTE MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN HENNEPIN OR RAMSEY COUNTY, MINNESOTA. MAKER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT PROPER OR CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, LENDER, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. [signature page follows] DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57

TERM NOTE F IN WITNESS WHEREOF, the Maker has caused this Term Note F to be signed by its duly authorized officer in favor of Minnesota Bank & Trust and to be dated as of the date set forth above. AIR T, INC., a Delaware corporation By: Name: Brian Ochocki Its: Chief Financial Officer DocuSign Envelope ID: F56B6F93-8421-44D8-BFBE-E5F052986B57