Contract analysis

I. Executive Summary This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the draft payoff letter (the "Payoff Letter") received from Atlas Meridian Bank, N.A. ("Atlas Meridian") in connection with the refinancing of the existing first lien credit facilities of Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The draft Payoff Letter was transmitted by Sandra Vickers, Managing Directo

II. Payoff Amount Confirmation A. Term Loan Principal The outstanding principal balance of the Existing Term Loan as of the date of the draft Payoff Letter is $875,000,000. This amount reflects the original principal amount funded at closing on June 14, 2019, less any scheduled amortization payments and any voluntary or mandatory prepayments made during the term of the Existing Term Loan. We note that the Fourth Amen

III. Wire Transfer Instructions The draft Payoff Letter provides wire transfer instructions for payment of the payoff amount to Atlas Meridian Bank, N.A. The instructions direct payment to Atlas Meridian's office located at 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222, and specify an ABA routing number, account number, and payment reference information. C&H will cross-reference these wire transfer instructions

IV. Lien Release and UCC Termination Commitments A critical component of the Payoff Letter is the commitment by Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement, to release all liens and security interests securing the obligations under the Existing Credit Agreement upon receipt of the payoff amount in full. This section addresses the lien release provisions contained

1. Nexford Precision Components, Inc., a Delaware corporation ("NPC");

2. Nexford Engineered Systems, LLC, a Delaware limited liability company ("NES");

3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation ("NCST");

4. Nexford Manufacturing Services, LLC, an Illinois limited liability company;

5. Nexford Properties, LLC, a Delaware limited liability company ("NP LLC");

6. Nexford International Holdings, Inc., a Delaware corporation ("NIH Intl");

7. Clearfield Tool & Die, Inc., a Pennsylvania corporation;

8. Summit Industrial Fabrication Co., a South Carolina corporation;

9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company;

10. Lakeshore Precision Engineering, Inc., a Michigan corporation; and

11. Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (subject to the CFC holdco limited pledge described below). CFC Holdco Limited Pledge. The release should expressly reference the pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. Under the Existing Credit Agreement, the pledge of equ

V. Representations and Warranties in Payoff Letter C&H has reviewed the representations and warranties contained in the draft Payoff Letter and recommends confirmation or enhancement of the following: Payment in Full. The Payoff Letter should contain an express representation by Atlas Meridian that the stated payoff amount constitutes payment in full of all Obligations (as defined in the Existing Credit Agreement) ou

VI. Conditions to Effectiveness C&H has reviewed the conditions to the effectiveness of the draft Payoff Letter. The draft Payoff Letter conditions the release of liens and the termination of commitments on the actual receipt by Atlas Meridian of the payoff amount in immediately available funds in the account specified in the wire transfer instructions. This is the standard condition for payoff letters and is accepta

VII. Specific Comments and Requested Revisions Set forth below are C&H's specific comments on the draft Payoff Letter, each of which should be addressed in a revised version prior to execution and delivery at closing. C&H's marked-up redline of the draft Payoff Letter reflecting these comments is attached hereto as Appendix B. Comment 1: Prepayment Premium Waiver The draft Payoff Letter should expressly reference the

VIII. Coordination with Lien Release Authorization Letter In addition to the Payoff Letter, C&H has separately prepared a draft Lien Release Authorization Letter (the "Lien Release Letter") for execution by Atlas Meridian. The Lien Release Letter is targeted for delivery on or before March 27, 2025, and will serve as a separate closing deliverable authorizing the release of all liens and the filing of termination sta

IX. Coordination with Funds Flow Memorandum The payoff amount of $879,375,000 as stated in the draft Payoff Letter must be reflected in the execution version of the Funds Flow Memorandum being prepared in connection with the closing of the New Term Loan B. The Funds Flow Memo is currently in draft form as of March 22, 2025, with the final execution version targeted for delivery on March 27, 2025. The current draft of

X. Action Items and Next Steps The following action items and next steps have been identified in connection with the finalization of the Payoff Letter and the related closing deliverables:

XI. Conclusion Based on C&H's review, the draft Payoff Letter from Atlas Meridian Bank, N.A. is substantially in order and in customary form for a leveraged finance refinancing transaction of this size and complexity. The stated payoff amount of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest through March 28, 2025) is confirmed as consiste

XII. Appendices / Attachments (Referenced) The following appendices are referenced herein and attached to this memorandum (or available in the closing document management system under Matter No. 1005-00001): Appendix A: Draft Payoff Letter from Atlas Meridian Bank, N.A. (as received March 24, 2025) Appendix B: C&H Redline of Payoff Letter (with tracked comments reflecting revisions requested in Section VII) Appendix