Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the results of lien and encumbrance searches conducted at the United States Patent and Trademark Office (the "USPTO") and the U.S. Copyright Office for recorded security interests, liens, assignments, and other encumbrances against the registered intellectual property of Nexford Industrial Holdings Inc., a Delaware corporation, and its domestic subsi

II. Scope of Searches A. Entities Searched The following entities constitute the Loan Parties whose registered intellectual property portfolios were searched in connection with this memorandum. The entity names, jurisdictions of organization, and other identifying information set forth below are based on the organizational documents and corporate structure charts provided by the Borrower in response to our due dilige

1. Nexford Industrial Holdings Inc. — a Delaware corporation (EIN 36-4178552); the Borrower under the New Term Loan Facility and the parent operating company of the Nexford group.

2. Nexford Precision Components, Inc. ("NPC") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Precision Components business segment.

3. Nexford Engineered Systems, LLC ("NES") — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Engineered Systems business segment.

4. Nexford Coatings & Surface Technologies, Inc. ("NCST") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Industrial Coatings & Surface Technologies business segment.

5. Nexford Manufacturing Services, LLC — a limited liability company organized under the laws of the State of Illinois; a wholly-owned subsidiary of the Borrower providing shared manufacturing and operational support services to the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.

6. Nexford Properties, LLC — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower holding certain real property assets of the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.

7. Nexford International Holdings, Inc. — a Delaware corporation; the controlled foreign corporation ("CFC") holding company for the Borrower's Canadian subsidiaries. No registered intellectual property was expected for this entity; the search was conducted for completeness.

8. Clearfield Tool & Die, Inc. — a Pennsylvania corporation; acquired by the Borrower in 2021 and operated as a subsidiary within the Precision Components business segment.

9. Summit Industrial Fabrication Co. — a South Carolina corporation; acquired by the Borrower in 2022 and operated as a subsidiary within the Engineered Systems business segment.

10. Ridgepoint Specialty Coatings, LLC — a Texas limited liability company; acquired by the Borrower in 2023 and operated as a subsidiary within the Industrial Coatings & Surface Technologies business segment.

11. Lakeshore Precision Engineering, Inc. — a Michigan corporation; acquired by the Borrower in 2024 and operated as a subsidiary within the Precision Components business segment. Entities Not Searched. The following entities were excluded from the scope of the searches for the reasons indicated: • Nexford Canada Holdings ULC (an unlimited liability company organized under the laws of the Province of Alberta, Canada)

1. USPTO Patent Assignment Database (Assignment Search, https://assignment.uspto.gov) — searched by assignee/owner name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. patents and patent applications held by each Loan Party.

2. USPTO Trademark Assignment Database (Trademark Status and Document Retrieval ("TSDR") / Trademark Electronic Application System ("TEAS"), accessible via https://tsdr.uspto.gov) — searched by owner/assignee name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. trademark registrations and trademark applications held by each Loan Party.

3. U.S. Copyright Office Records (Copyright Office Public Catalog and recorded document database, accessible via https://www.copyright.gov/records/) — searched by claimant/owner name to identify all recorded security interests, transfers, assignments, and other documents affecting U.S. copyright registrations held by each Loan Party. All searches were conducted on or about February 17–18, 2025, and the results set fo

III. Summary of Registered intellectual Property Portfolio Set forth below is a summary of the registered intellectual property portfolio of each Loan Party, as reflected in the records of the USPTO and the U.S. Copyright Office as of the dates of our searches. A summary table organized by entity is attached as Appendix B to this memorandum. A. Patents and Patent Applications (USPTO) The Loan Parties collectively hol

IV. Existing Recorded Security Interests and Liens A. Security Interests in Favor of Atlas Meridian Bank, N.A. The following recorded security interests in favor of Atlas Meridian Bank, N.A., as Collateral Agent under the Existing Credit Agreement, were identified in the records of the USPTO and the U.S. Copyright Office. These are the only recorded security interests or liens identified against the registered intell

1. USPTO — Patent Security Agreement. Document: intellectual Property Security Agreement (Patents), dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, and Nexford Coatings & Surface Technologies, Inc. (collectively, the "Original Patent Grantors"), as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the

2. USPTO — Trademark Security Agreement. Document: Trademark Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and certain of its subsidiaries, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement. Recording Date: June 18, 2019. Scope of Coverage: The Trademark Security Agreement, a

3. U.S. Copyright Office — Copyright Security Agreement. Document: Copyright Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and Nexford Engineered Systems, LLC, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement. Volume/Page: Volume and page reference to be confirmed from U.S.

V. Actions Required at Closing and Post-Closing A. Release and Termination of Atlas Meridian Liens At the closing of the New Term Loan Facility on or about March 28, 2025, the Existing Facilities will be repaid in full and terminated. The estimated payoff amount for the existing term loan is approximately $879,375,000 (representing the outstanding principal balance plus accrued and unpaid interest through the anticip

1. Confirm recorded assignments. Confirm that all inter-entity assignments from the acquired companies (Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc.) have been properly recorded at the USPTO, and that the chain of title from the original inventor or prior owner through to the current registered owner/assignee is complete

2. Match grantors to registered owners. Confirm that the current registered owner or assignee of record for each patent, patent application, trademark registration, and trademark application matches the entity identified as the grantor for that asset in the schedules to the New IP Security Agreement. Any discrepancies (e.g., a patent that is registered in the name of an acquired entity but is listed in the IP schedul

3. Reconciliation schedule. Sophie Tremblay will prepare a detailed reconciliation schedule cross-referencing the IP schedules to be attached as exhibits to the New IP Security Agreement against the USPTO and U.S. Copyright Office records, confirming (i) the completeness of the IP schedules (i.e., that all registered IP identified in the public records is included in the schedules), (ii) the accuracy of the identifyi

VI. Open Items and Recommendations Based on the search results and analysis set forth above, the following open items and recommendations are noted for the attention of the deal team:

1. Obtain IP Schedules from Nexford. We should request from Priya Mehta (Vice President, Treasury & Corporate Finance) and/or David Engstrom (General Counsel) of Nexford a complete, current schedule of all U.S. patents, patent applications, trademark registrations, trademark applications, and copyright registrations held by each Loan Party, organized by entity. This schedule will serve as the basis for the exhibits t

2. Atlas Meridian Release Documents. Marcus Leung should coordinate with the payoff letter workstream to ensure that the forms of IP lien release and termination documents (for recording at the USPTO and U.S. Copyright Office) are specifically included within the scope of the lien release authorization letter to be issued by Atlas Meridian Bank, N.A. This authorization letter is identified as Document 119 on the clos

3. Supplemental Searches. We recommend conducting updated "bring-down" searches at the USPTO and U.S. Copyright Office closer to the Closing Date — specifically, on or about March 25–26, 2025 — to confirm that no intervening filings, liens, or adverse claims have been recorded against the Loan Parties' registered intellectual property during the period between the date of the initial searches (February 17–18, 2025) a

4. Foreign IP. This memorandum does not address foreign intellectual property rights, including any Canadian patents, trademarks, copyrights, or other intellectual property registrations held by Nexford Canada Holdings ULC or Nexford Canada Manufacturing, Inc. Those entities are foreign subsidiaries that are excluded from the guarantee and security package under the New Term Loan Facility and are not Loan Parties. To

5. Unregistered IP. This memorandum addresses only registered intellectual property — i.e., patents, patent applications, trademark registrations, trademark applications, and copyright registrations that are recorded at or filed with the USPTO or the U.S. Copyright Office. Unregistered intellectual property of the Loan Parties — including trade secrets, proprietary know-how, unregistered copyrights, common law tradem

VII. Conclusion Based on the searches conducted at the USPTO and the U.S. Copyright Office on February 17–18, 2025, the intellectual property lien search results are clean. All recorded security interests identified against the registered intellectual property of the Loan Parties are attributable solely to Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement. These securi