Contract analysis

1. Nexford Industrial Holdings Inc. (Borrower)

2. Granite Peak NIH Holdings, LLC (Holdings Guarantor)

3. Nexford Precision Components, Inc. (Subsidiary Guarantor)

4. Nexford Engineered Systems, LLC (Subsidiary Guarantor)

5. Nexford Coatings & Surface Technologies, Inc. (Subsidiary Guarantor)

6. Nexford Manufacturing Services, LLC (Subsidiary Guarantor)

7. Nexford Properties, LLC (Subsidiary Guarantor)

8. Nexford International Holdings, Inc. (Subsidiary Guarantor)

9. Clearfield Tool & Die, Inc. (Subsidiary Guarantor)

10. Summit Industrial Fabrication Co. (Subsidiary Guarantor)

11. Ridgepoint Specialty Coatings, LLC (Subsidiary Guarantor)

12. Lakeshore Precision Engineering, Inc. (Subsidiary Guarantor) Foreign Subsidiaries. Please note that the foreign subsidiaries — Nexford Canada Holdings ULC (a British Columbia unlimited liability company) and Nexford Canada Manufacturing, Inc. (an Ontario corporation) — are not proposed guarantors under the Facility. However, certain information regarding these entities is required for purposes of analyzing cross-

1. Certified copy of the Certificate of Incorporation (or Certificate of Formation, as applicable) and all amendments, restatements, and certificates of correction thereto, for each Loan Party, as follows: (a) Nexford Industrial Holdings Inc. — Delaware corporation; Delaware Secretary of State File No. 5765432; (b) Granite Peak NIH Holdings, LLC — Delaware limited liability company; Delaware Secretary of State File N

2. Certified copies of the organizational documents (including articles of incorporation, articles of amalgamation, certificates of continuance, or equivalent formation documents) for each foreign subsidiary of the Nexford Group: (a) Nexford Canada Holdings ULC — British Columbia unlimited liability company; and (b) Nexford Canada Manufacturing, Inc. — Ontario corporation. B. Bylaws / LLC Agreements / Partnership Agr

6. A comprehensive list of all jurisdictions in which each entity in the Nexford Group is qualified, registered, or authorized to do business as a foreign entity, together with copies of all certificates of authority, foreign qualification filings, or comparable registrations. Please also identify any jurisdictions in which any Nexford Group entity conducts business but has not obtained a foreign qualification, and a

7. Minutes of all meetings (whether regular or special) and copies of all written consents in lieu of meetings of the board of directors (or, for LLCs, the managers or managing members) for the past three (3) years (i.e., from January 1, 2022, through the date hereof) for: (a) Nexford Industrial Holdings Inc.; and (b) Granite Peak NIH Holdings, LLC. Please include all attachments, exhibits, and supporting materials r

10. Copies of the resolutions of the board of directors (or managers or members, as applicable) of each Subsidiary Guarantor authorizing the execution and delivery of the subsidiary guarantee, the security agreement, and any related collateral documents. If such resolutions have not yet been adopted, please confirm that they will be adopted prior to the anticipated closing date of March 28, 2025, and provide draft re

11. Copies of all shareholders' agreements, member agreements, voting agreements, voting trusts, registration rights agreements, investor rights agreements, co-sale agreements, rights of first refusal agreements, preemptive rights agreements, tag-along/drag-along agreements, or similar arrangements relating to the equity interests of Nexford Industrial Holdings Inc. or Granite Peak NIH Holdings, LLC, including any ag

12. Copies of all management equity plans, equity incentive plans, unit purchase plans, stock option plans, restricted stock plans, profits interest plans, phantom equity plans, stock appreciation rights plans, and any management stockholders' agreements, subscription agreements, or equity grant agreements in effect for any entity in the Nexford Group. Please include plan documents, form award agreements, grant sched

14. For each entity depicted on the organization chart, please identify: (a) the jurisdiction of organization (state or province and country); (b) the entity type (corporation, LLC, ULC, limited partnership, etc.); (c) the Employer Identification Number (EIN) or tax identification number (or, for Canadian entities, the Business Number); and (d) whether the entity is a proposed Loan Party (Borrower, Holdings Guarantor

15. Stock ledgers, membership interest ledgers, partnership interest records, or equivalent ownership records for each entity in the Nexford Group, reflecting the current ownership of all outstanding equity interests from the date of formation or acquisition (as applicable) through the date hereof.

16. Copies of all outstanding stock certificates, unit certificates, or other evidence of equity ownership for each entity in the Nexford Group, together with copies of any executed stock powers, blank stock powers, membership interest transfer instruments, or irrevocable proxies. For entities whose equity interests are to be pledged to the Collateral Agent, please confirm whether the equity interests are certificate

17. Records of any equity issuances, redemptions, repurchases, transfers, conversions, or recapitalizations involving equity interests of any entity in the Nexford Group during the past five (5) years (i.e., from January 1, 2020, through the date hereof), including copies of all subscription agreements, purchase agreements, redemption agreements, and any related board or member resolutions.

I. Incumbency. 18.\* A current list of all directors, managers, officers, and authorized signatories for each Loan Party, including names, titles, and specimen signatures. This information will be used to prepare incumbency certificates for delivery at closing. J. Registered Agents

19. A list of the registered agents and registered offices for each entity in the Nexford Group in each jurisdiction of organization and each jurisdiction of foreign qualification. Please note that C&H understands that Nexford Industrial Holdings Inc. and Granite Peak NIH Holdings, LLC currently use Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801, as their registered agent in the State of De

21. All schedules, exhibits, and annexes to the Existing Credit Agreement, including (without limitation) the schedule of commitments and lenders, the schedule of existing liens, the schedule of existing indebtedness, the schedule of material agreements, the form of compliance certificate, the form of borrowing request, the form of assignment and assumption, and all other schedules delivered on the closing date or up

22. Copies of all compliance certificates, borrowing base certificates (if applicable), financial reporting (including annual and quarterly financial statements), and officer's certificates delivered by the Borrower to the Administrative Agent under the Existing Credit Agreement for the past two (2) years (i.e., from January 1, 2023, through the date hereof). Please include any accompanying financial statements, sche

23. Copies of any waiver letters, consent letters, amendment requests, or forbearance agreements (whether granted, denied, or pending) delivered or received under the Existing Credit Agreement during the term thereof. Please also identify any defaults or events of default that have occurred under the Existing Credit Agreement, whether or not subsequently waived or cured. B. Existing Security and Collateral Documents

25. Copies of all UCC-1 financing statements (and any UCC-3 amendments, continuations, or terminations) filed in connection with the Existing Credit Agreement, including evidence of filing in the following jurisdictions: (a) Delaware Secretary of State; (b) Illinois Secretary of State; (c) Pennsylvania Department of State; (d) South Carolina Secretary of State; (e) Texas Secretary of State; and (f) Michigan Departmen

26. Copies of all mortgages, deeds of trust, assignments of leases and rents, and fixture filings granted under the Existing Credit Agreement, together with evidence of recordation in the applicable county recording offices. Please identify each property encumbered, the recording information (book, page, instrument number, and date of recordation), and the amount of the secured obligations referenced therein.

27. Copies of all intercreditor agreements, subordination agreements, or lien priority agreements currently in effect, including (without limitation) any intercreditor agreement between Atlas Meridian Bank, N.A. (as first lien agent) and any second lien or mezzanine lender, and any intercreditor or equal priority arrangements with the trustee under the Senior Unsecured Notes indenture. C. Senior Unsecured Notes 28.\*

29. Copies of all compliance certificates, officer's certificates, opinions of counsel, notices (including notices of default or event of default, if any), and other documents delivered by the Issuer or the Guarantors to the Trustee under the Notes Indenture from the date of issuance through the date hereof.

30. Copies of any requests for waiver, consent, or supplemental indenture, whether pending, granted, or denied, under the Notes Indenture. Please also identify any defaults or events of default that have occurred under the Notes Indenture, whether or not subsequently cured or waived, and confirm whether the proposed refinancing and dividend recapitalization will require any consent, waiver, or supplemental indenture

31. A comprehensive schedule of all other outstanding indebtedness (both funded and unfunded, contingent and non-contingent) of each entity in the Nexford Group as of the most recent practicable date, including: (a) capital leases and finance leases (as classified under ASC 842); (b) purchase money obligations and conditional sale agreements; (c) letters of credit (outstanding face amounts and available undrawn amoun

32. Copies of all promissory notes, loan agreements, note purchase agreements, credit facilities, or similar instruments evidencing indebtedness of any Nexford Group entity in an aggregate principal amount in excess of $1,000,000 (individually or in a series of related transactions with the same counterparty).

33. Copies of all outstanding intercompany notes, loan agreements, and related documentation between Nexford and its subsidiaries. Please note that, to the extent required by the credit agreement, intercompany notes owed by Subsidiary Guarantors to the Borrower (or vice versa) may be required to be pledged to the Collateral Agent pursuant to the Security Agreement. E. Payoff Information 34.\* Estimated payoff amounts

35. Contact information for the appropriate representative at Atlas Meridian Bank, N.A. for coordination of the payoff letter and lien release documentation. C&H understands that the primary contact is: Sandra Vickers Managing Director, Portfolio Management Atlas Meridian Bank, N.A. 500 Liberty Avenue Pittsburgh, PA 15222 Please confirm and provide telephone and email contact information. Please also identify the cou

37. Copies of the independent auditor's reports (audit opinions) issued by Ashworth & Kendrick LLP for each of the three fiscal years referenced in Item 36 above. Please also provide copies of any management letters, internal control deficiency communications (including material weaknesses or significant deficiencies), or other communications between Ashworth & Kendrick LLP and the audit committee or management of Ne

38. Unaudited interim consolidated financial statements for the most recently completed fiscal quarter(s) not covered by the annual audit, including the consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows. If the audit for fiscal year ended December 31, 2024, is complete, this request may be satisfied by interim statements for any stub period in fiscal year 2025

39. Monthly management financial reports, including management P&L statements, balance sheets, and cash flow summaries, for the trailing twelve months ended December 31, 2024. Please include any management commentary, variance analysis, or flash reports prepared for the board of directors or management team. C. Budget and Projections

40. The annual operating budget for fiscal year 2025 as approved by the board of directors of Nexford, including revenue, cost of goods sold, operating expenses, capital expenditures, working capital, and cash flow projections, broken down by month and by operating segment where available. 41.\* Multi-year financial projections (minimum five (5) year projection period, i.e., fiscal years 2025 through 2029) prepared b

42. A detailed summary of all key assumptions underlying the financial projections referenced in Item 41, including (without limitation): (a) revenue growth rate assumptions, by operating segment and in the aggregate; (b) gross margin and operating margin assumptions; (c) capital expenditure plans, distinguishing between maintenance and growth capital expenditures; (d) working capital assumptions, including days sale

44. A breakdown of revenue and EBITDA (both reported and adjusted) by operating segment for the LTM period ended December 31, 2024: (a) Precision Components — approximately 52% of total revenue; (b) Engineered Systems — approximately 31% of total revenue; and (c) Industrial Coatings & Surface Technologies — approximately 17% of total revenue. Please also provide historical segment-level revenue and EBITDA data for fi

45. Cash and cash equivalents as of the most recent date available. C&H understands that the pro forma cash balance at closing is estimated at approximately $100,000,000 after giving effect to the application of Term Loan B proceeds. Please provide the actual cash balance as of the most recent month-end. E. Capitalization. 46.\* A current capitalization table for the Nexford Group reflecting the capital structure as

47. A detailed sources and uses table for the $1,400,000,000 Term Loan B, confirming the following allocation of proceeds: Please confirm these amounts and provide a more detailed breakdown of the transaction fees and expenses (including arrangement fees, underwriting fees, legal fees, advisory fees, rating agency fees, and other costs).

48. Pro forma leverage calculations, confirmed by management, including: (a) Pro Forma First Lien Net Leverage Ratio: approximately 3.38x, calculated as ($1,400,000,000 first lien debt minus $100,000,000 unrestricted cash) divided by $385,000,000 LTM Adjusted EBITDA; (b) Pro Forma Total Net Leverage Ratio: approximately 4.03x, calculated as ($1,400,000,000 first lien debt plus $250,000,000 senior unsecured notes minu

49. Copies of any quality of earnings ("QofE") report, financial due diligence report, or similar analytical report prepared in connection with the current refinancing transaction or any prior transaction (including the original 2019 leveraged buyout by Granite Peak and any bolt-on acquisitions). Please include the most recent QofE report and identify the firm that prepared it.

50. A detailed summary and supporting documentation for all non-recurring, unusual, or extraordinary items included in the Adjusted EBITDA add-backs, including (i) the specific nature and description of each item, (ii) the fiscal period(s) in which such item was incurred, (iii) the amount of each item, and (iv) the basis for classifying such item as non-recurring or otherwise eligible for add-back treatment.

51. A description of any changes in accounting policies, practices, estimates, or methods adopted by the Company during the past three (3) fiscal years, including (without limitation) changes resulting from the adoption of new accounting standards (e.g., ASC 842 for leases, ASC 326 for credit losses), changes in revenue recognition policies, changes in depreciation or amortization methods, and any restatements of pre

52. The most recent management letter or communication from Ashworth & Kendrick LLP to management or the audit committee, including any observations regarding internal controls, significant accounting estimates, or other matters. Please also identify any pending audit issues, unresolved adjustments, or scope limitations communicated by the auditors. SECTION IV: MATERIAL CONTRACTS A. Customer Contracts

53. A list of Nexford's top twenty (20) customers by revenue for the LTM period ending December 31, 2024, including for each customer the customer name, revenue amount, percentage of total revenue, applicable operating segment(s), and general description of products or services provided.

54. Copies of all customer contracts, master supply agreements, purchase orders (to the extent they constitute binding agreements), and framework agreements representing annual revenue in excess of $10,000,000 individually or $25,000,000 in the aggregate with a single counterparty (including affiliates of such counterparty). Please include all amendments, renewals, extensions, and side letters related to such agreeme

55. A summary of any material customer disputes, threatened contract terminations, renegotiations of material terms (including pricing concessions), or other adverse developments with respect to any of the top twenty (20) customers or any customer relationship representing revenue in excess of $5,000,000 annually. B. Supplier / Vendor Contracts

56. A list of Nexford's top twenty (20) suppliers and vendors by spend for the LTM period ending December 31, 2024, including for each supplier the supplier name, spend amount, description of goods or services provided, and applicable operating segment(s).

57. Copies of all supply agreements, purchase contracts, long-term procurement agreements, and requirements contracts with annual spend in excess of $5,000,000, together with all amendments and renewals.

58. Identification and copies of any sole-source or single-source supply arrangements for critical raw materials, components, or services, including a description of any alternative sourcing arrangements or contingency plans in place. C. Joint Ventures and Partnerships

59. Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, consortium agreements, and similar collaborative arrangements to which any Nexford Group entity is a party.

60. Organizational documents, financial statements, and governance documents for any joint venture entities or partnerships in which any Nexford Group entity holds an interest, including any minority investments. D. Management and Advisory Agreements

61. Copy of the management services agreement, monitoring agreement, or advisory agreement between Nexford (or Holdings) and Granite Peak Capital Partners, LP (or its affiliates), including any amendments, fee schedules, and expense reimbursement provisions. C&H notes that $4,500,000 in annual sponsor management fees is reflected in the Adjusted EBITDA add-backs and requests documentation supporting the quantum and n

62. Copies of any other advisory, consulting, transaction, or similar agreements between any Nexford Group entity and affiliates of Granite Peak Capital Partners, LP (including portfolio company shared services arrangements, if any).