Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") review of the material contracts of Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") and its direct and indirect subsidiaries (collectively, the "Company" or the "Nexford Group") in connection with the proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "New Credit

II. SCOPE AND METHODOLOGY A. Documents Reviewed Our review is based on the materials produced by Nexford and its subsidiaries in response to the C&H due diligence request list dated February 4, 2025 (the "Request List"), as supplemented by management's responses to follow-up inquiries delivered on February 10, 2025 and February 17, 2025. All documents were accessed through the virtual data room hosted on the Thackera

1. Customer / Revenue Contracts — including long-term supply agreements ("LTAs"), master purchase agreements ("MPAs"), purchase order frameworks, and distribution agreements;

2. Supplier / Vendor Agreements — including raw material supply agreements, components supply agreements, and service agreements;

3. Joint Venture and Partnership Agreements — including operating agreements, partnership agreements, and related governance documents;

4. Real Property Leases — including manufacturing facility leases, warehouse leases, and office leases;

5. Equipment Leases and Financing Arrangements — including capital leases, operating leases for equipment, and purchase money financing agreements; 6. intellectual Property Licenses — including patent licenses, trademark licenses, software licenses, and technology transfer agreements (both in-bound and out-bound);

7. Management and Advisory Agreements — including the Sponsor management agreement, financial advisory engagements, and consulting agreements;

8. Insurance-Related Agreements — including property and casualty policies, directors' and officers' liability policies, and related broker agreements; and

9. Other Material Contracts — including settlement agreements, non-compete agreements, and other agreements not falling within the foregoing categories. Within each category, each contract was analyzed against the following seven issue areas: • Change of control triggers (including the specific definition of "change of control," "fundamental change," or analogous term); • Consent or notice requirements arising from t

III. TRANSACTION CONTEXT To provide a framework for the contract-specific analyses that follow, this section briefly summarizes the key structural elements of the Transaction that are relevant to the material contract review. The New Credit Facility. The Transaction contemplates a $1,400,000,000 senior secured Term Loan B facility with Crescent Harbor Bank, N.A. as lead left arranger, administrative agent, and collat

1. Nexford Precision Components, Inc.

2. Nexford Engineered Systems, LLC

3. Nexford Coatings & Surface Technologies, Inc.

4. Nexford Manufacturing Services, LLC

6. Nexford International Holdings, Inc.

7. Clearfield Tool & Die, Inc.

8. Summit Industrial Fabrication Co.

9. Ridgepoint Specialty Coatings, LLC

10. Lakeshore Precision Engineering, Inc.

11. Nexford Canada Holdings ULC (as CFC holdco, with pledge limited to 65% of voting equity and 100% of non-voting equity of Nexford Canada Manufacturing, Inc.) No Change in Equity Ownership. Critically, the Transaction does not involve any change in the equity ownership structure of Nexford or its parent entities. Granite Peak NIH Holdings, LLC will remain the 100% direct parent of Nexford before and after the closi

IV. CUSTOMER / REVENUE CONTRACTS A. Overview. Nexford's revenue-generating operations are organized into three operating segments, each served by one or more subsidiary entities: Nexford's customer base is diversified across end markets including aerospace and defense, automotive, energy, general industrial, and medical devices. The top 10 customer contracts represent approximately 38% of total last-twelve-months ("L

1. Long-Term Supply Agreement with Trident Industrial Systems, Inc. ("Customer A"). Contract Summary: Trident Industrial Systems, Inc. ("Trident" or "Customer A") is Nexford's largest single customer, a major industrial original equipment manufacturer with operations across North America and Europe. The LTA governs the supply of machined precision components for Trident's heavy equipment product lines, with pricing r

2. Master Purchase Agreement with Marlowe Asset Management Aerospace & Defense Corp. ("Customer B"). Contract Summary: Marlowe Asset Management Aerospace & Defense Corp. ("Marlowe Asset Management" or "Customer B") is a leading defense prime contractor and Nexford's second-largest customer. The MPA governs the supply of engineered components and sub-assemblies for a range of military and commercial aerospace platform

3. Master Supply Agreement with Pinnacle Automotive Group, LLC ("Customer C"). Contract Summary: Pinnacle Automotive Group, LLC ("Pinnacle" or "Customer C") is a major automotive OEM and the third-largest customer of the Nexford Group. The Master Supply Agreement covers the supply of precision-machined powertrain and chassis components manufactured at both the Nexford Precision Components facility in Schaumburg, IL a

4. Additional Top 10 Customer Contracts — Summary. The remaining seven customer contracts within Nexford's top 10 customer relationships, representing combined annual revenue of approximately $468,000,000, were reviewed in detail. These contracts include LTAs and MPAs with customers across the aerospace, energy, general industrial, and medical device end markets. The following summarizes our findings: • Change of Con

V. SUPPLIER / VENDOR AGREEMENTS A. Overview. Nexford's manufacturing operations require a range of raw materials and input components, including specialty steel alloys, aluminum and aluminum alloys, chemical precursors for coating formulations, electronic components, industrial gases (nitrogen, argon, and specialty atmospheres for heat treatment), and various consumable tooling and supplies. The Company's total annua

1. Specialty Steel Alloy Supply Agreement with Valterra Metals Corporation ("Supplier A"). Contract Summary: Valterra Metals Corporation ("Valterra" or "Supplier A") is the sole source of certain proprietary high-performance steel alloys used in the manufacture of Nexford's precision-machined components for aerospace and defense applications. The alloy specifications are developed jointly by Valterra and Nexford, and

2. Chemical Precursor Supply Agreement with Argonaut Chemical Solutions, Inc. ("Supplier B"). Contract Summary: Argonaut Chemical Solutions, Inc. ("Argonaut" or "Supplier B") supplies proprietary chemical precursors used in the formulation of Nexford's advanced coating products. The agreement includes an exclusivity provision under which Argonaut grants Nexford the exclusive right in North America to purchase and use

3. Equipment Maintenance and Service Agreement with Ironbridge Industrial Services, LLC ("Supplier C"). Contract Summary: Ironbridge Industrial Services, LLC ("Ironbridge" or "Supplier C") provides preventive maintenance, repair, and technical services for Nexford's CNC machining centers, heat treatment furnaces, and surface treatment equipment across multiple facilities. The agreement covers both scheduled maintenan

4. Additional Supplier Contracts — Summary. The remaining 15 supplier and vendor agreements reviewed (representing combined annual spend of approximately $135,000,000) include supply agreements for aluminum alloys, electronic components, industrial gases, packaging materials, logistics services, and IT maintenance and support. Our review of these agreements yielded the following summary findings: • Change of Control

VI. JOINT VENTURE AND PARTNERSHIP AGREEMENTS A. Overview. Nexford participates in two joint venture arrangements through its subsidiaries. While neither joint venture is material to the overall enterprise in terms of revenue contribution (combined annual revenue of approximately $40,000,000, representing less than 2% of consolidated revenue), the joint venture agreements contain provisions that are directly relevant

VII. REAL PROPERTY LEASES A. Overview. Nexford and its subsidiaries occupy a total of 14 manufacturing, warehouse, and office facilities across North America. Of these, four properties are owned by entities within the Nexford Group and are held by Nexford Properties, LLC and the respective operating subsidiaries. The owned properties are subject to mortgage as part of the collateral package, having appraised values i

1. Clearfield, PA Facility Lease. Lease Summary: The Clearfield, PA facility is the primary manufacturing location for Clearfield Tool & Die, Inc., one of Nexford's wholly owned Subsidiary Guarantors. The facility houses specialized CNC machining equipment and tooling operations that serve the Precision Components segment. Change of Control Provision. Section 18.01 of the Clearfield lease defines a "Transfer" broadly

2. Spartanburg, SC Facility Lease. Lease Summary: The Spartanburg facility is the primary manufacturing location for Summit Industrial Fabrication Co. and serves the Engineered Systems segment. The facility includes heavy fabrication bays, welding stations, and assembly areas equipped with overhead cranes and automated welding systems. Change of Control Provision. The Spartanburg lease does not contain a change of co

3. Muskegon, MI Facility Lease. Lease Summary: The Muskegon facility supports the Precision Components segment, with a focus on precision grinding and machining of components for the automotive and medical device end markets. Change of Control Provision. Section 15.2 of the Muskegon lease grants the landlord a right of termination upon a "Change of Control" of the lessee, defined as "the transfer, directly or indirec

4. Additional Leases — Summary. The remaining seven domestic lease agreements cover manufacturing, warehouse, and satellite office locations across the United States. These leases include: • Two additional manufacturing facility leases (Toledo, OH and Charlotte, NC); • Two warehouse and distribution center leases (Memphis, TN and Ontario, CA); • Two satellite office leases (Detroit, MI and Pittsburgh, PA); and • One

VIII. EQUIPMENT LEASES AND FINANCING ARRANGEMENTS A. Overview. Nexford and its subsidiaries are parties to various equipment leases (both capital leases and operating leases) and equipment purchase money financing arrangements relating to CNC machining centers, heat treatment furnaces, coating application systems, metrology and inspection equipment, and other manufacturing assets. As of the most recent balance sheet