Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") regulatory and compliance review of Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), Granite Peak NIH Holdings, LLC ("Holdings"), and each of the eleven Subsidiary Guarantors (collectively, the "Loan Parties") in connection with the proposed $1,400,000,000 senior secured Term Loan B facility (the "Term Lo

II. SCOPE OF REVIEW A. Applicable Laws and Regulations Reviewed The regulatory and compliance review addressed the following principal bodies of law and regulation: Sanctions Laws and Regulations: • The International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which provides the statutory authority for most current OFAC sanctions programs and authorizes the President to impose economic sanctions

1. Nexford's written compliance policies and procedures, including: (a) the Anti-Corruption and Anti-Bribery Policy (revised June 2024), (b) the Sanctions Compliance Policy (updated August 2024), (c) the Employee Code of Conduct (revised January 2024), and (d) the Third-Party Due Diligence Procedures Manual (revised March 2024).

2. Nexford's third-party and vendor due diligence procedures, including the onboarding protocols for new customers, suppliers, and business partners, and the annual re-screening procedures for existing counterparties.

3. Organizational documents and corporate governance records for all Loan Parties, including certificates of incorporation, limited liability company agreements, bylaws, board resolutions, and certificates of good standing (or equivalent), as delivered in connection with the broader due diligence process.

4. Responses to the C&H due diligence request list dated February 4, 2025 (the "Due Diligence Request List"), specifically items 14.1 through 14.27, which addressed regulatory compliance, sanctions, anti-corruption, anti-money laundering, export controls, and government investigations. Responses were provided by David Engstrom and Priya Mehta on behalf of Nexford management on a rolling basis between February 10 and

5. Officer certifications provided by David Engstrom, General Counsel and Corporate Secretary of Nexford, dated February 19, 2025, specifically certifying: (a) that no Loan Party, nor any director, officer, or employee, or, to the knowledge of the Loan Parties, any agent of any Loan Party, is a Sanctioned Person; (b) that no Loan Party has been the subject of any OFAC enforcement action, FCPA investigation, or anti-m

6. Results of independent sanctions screening conducted by C&H using the Glenrock Solutions screening platform and the OFAC Sanctions List Search tool, as described in detail in Section III.A below.

7. Nexford's export control and trade compliance records, including the export classification matrix for the Precision Components and Engineered Systems product lines, and management's representations regarding the absence of ITAR-controlled items or EAR Category 600 series items in the product portfolio.

8. Insurance program information provided by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), to the extent relevant to compliance-related risk management, including the directors and officers liability insurance program, the crime/fidelity insurance program, and the general liability program.

9. The litigation and regulatory proceedings docket from the litigation and contingent liability review conducted by C&H (cross-reference to separate memorandum dated February 26, 2025, prepared by Sophie Tremblay).

10. Information regarding the Canadian operations, including corporate organizational documents for Nexford Canada Holdings ULC and Nexford Canada Manufacturing, Inc., and management representations regarding the nature and scope of the Canadian business activities, provided by Nexford management and reviewed in consultation with Canadian counsel. D. Limitations. This review is based on the information and documents

III. SANCTIONS COMPLIANCE REVIEW A. OFAC Screening Results C&H conducted comprehensive sanctions screening of all Loan Parties, their directors and officers, and key personnel associated with the sponsor entities. The screening was performed using the Glenrock Solutions screening platform (which aggregates data from over 1,200 government and regulatory sanction, watch, and enforcement lists worldwide) and was cross-c

1. Counterparty Screening. All new customers, suppliers, and business partners are screened against OFAC sanctions lists (including the SDN List, SSI List, and Consolidated Non-SDN List) prior to onboarding. Nexford uses a third-party screening platform (currently Glenrock Solutions) to conduct these checks. Positive or potential matches are escalated to the General Counsel for review and resolution before any transa

2. Annual Re-Screening. Existing counterparties are re-screened on an annual basis against updated OFAC lists. The most recent annual re-screening was completed in November 2024 and covered approximately 4,200 active customer and supplier accounts. No positive matches were identified.

3. Prohibited Transaction Protocols. The Sanctions Compliance Policy includes explicit prohibitions on any dealings involving sanctioned countries or sanctioned persons. Employees are instructed to immediately halt any transaction that may involve a sanctioned party or sanctioned jurisdiction and to report the matter to the General Counsel.

4. Designated Compliance Officer. David Engstrom serves as the designated compliance officer with direct reporting to the board of directors on sanctions compliance matters. Mr. Engstrom is responsible for the day-to-day administration of the sanctions compliance program, including maintaining the screening platform, reviewing and resolving alerts, and coordinating training.

5. Training. Annual compliance training is conducted for all employees with customer-facing or procurement responsibilities. The training covers OFAC sanctions basics, red flags for sanctions evasion, and the company's internal policies and procedures. Training records for 2024 were reviewed and confirmed to be current.

6. Escalation Procedures. The Sanctions Compliance Policy includes documented escalation procedures for potential sanctions matches or alerts, including protocols for escalation from operational personnel to the General Counsel, and from the General Counsel to the board of directors or outside counsel as appropriate. Assessment. The sanctions compliance program is appropriate in scope and substance for Nexford's pred

IV. ANTI-CORRUPTION COMPLIANCE REVIEW A. FCPA Compliance Program Review Nexford maintains a written anti-corruption and anti-bribery policy (the "Anti-Corruption Policy"), which was last revised in June 2024. The Anti-Corruption Policy is a comprehensive document that addresses the following key topics: • Prohibition on Bribery of Government Officials. The policy explicitly prohibits the payment, offer, or promise of

V. ANTI-MONEY LAUNDERING AND USA PATRIOT ACT COMPLIANCE REVIEW A. Bank Secrecy Act / AML Compliance Nexford is a non-financial industrial company engaged in the manufacture and sale of precision components, engineered systems, and industrial coatings and surface technologies. It is not a "financial institution" as defined under the BSA or FinCEN regulations at 31 C.F.R. § 1010.100(t), and it is not a "money services

1. Certified Organizational Documents. Certified copies of the certificates of incorporation, certificates of formation, limited liability company agreements, bylaws, and certificates of good standing (or equivalent) for all Loan Parties, together with certified copies of board resolutions and officer incumbency certificates.

2. Beneficial Ownership Certifications. Beneficial ownership certifications in the form required by FinCEN's Customer Due Diligence Rule, identifying Granite Peak Capital Partners, LP as the ultimate beneficial owner of each Loan Party through the following ownership chain: Granite Peak Capital Fund IV, LP (approximately 92%) and GP Fund IV Co-Invest, LP (approximately 8%) hold 100% of the membership interests of Gra

3. Identification Documents. Government-issued identification documents for Derek Calloway and Vanessa Liu, as required for verification of the identity of the beneficial owners.

4. Employer Identification Numbers. The Employer Identification Number (EIN) for each Loan Party entity, including Nexford Industrial Holdings Inc. (EIN: 36-4178552) and Granite Peak NIH Holdings, LLC (EIN: 85-3291047), together with the EINs for each of the eleven Subsidiary Guarantors. Assessment. Nexford has cooperated fully with USA PATRIOT Act due diligence requirements, and no deficiencies were identified in th

VI. EXPORT CONTROLS AND TRADE COMPLIANCE Nexford's trade compliance posture was reviewed in connection with the broader regulatory and compliance assessment. The following summarizes the key findings: Product Classifications. Nexford's product portfolio consists of precision machined components, engineered systems and assemblies, tooling and dies, and industrial coatings and surface treatment services. None of Nexfor

VII. REGULATORY PROCEEDINGS AND GOVERNMENT INVESTIGATIONS A comprehensive review of regulatory proceedings and government investigations involving the Loan Parties has been conducted in connection with the broader due diligence process. The detailed findings are set forth in the separate memorandum on litigation and contingent liability review dated February 26, 2025, prepared by Sophie Tremblay. This Section VII pro

1. No Pending or Threatened Proceedings. No Loan Party is currently the subject of any pending or threatened regulatory proceeding, enforcement action, investigation, inquiry, or examination by the SEC, the DOJ, OFAC, FinCEN, BIS, or any other federal, state, local, or foreign governmental authority relating to sanctions, anti-corruption, anti-money laundering, or export control matters.

2. No Consent Orders or Settlement Agreements. No Loan Party is currently subject to, or has within the past five years been subject to, any consent order, cease-and-desist order, administrative order, settlement agreement, deferred prosecution agreement ("DPA"), non-prosecution agreement ("NPA"), or similar agreement or arrangement with any governmental authority relating to sanctions, anti-corruption, anti-money la

3. No Voluntary Self-Disclosures. No Loan Party has made any voluntary self-disclosure to OFAC, the SEC, the DOJ, BIS, FinCEN, or any other governmental authority relating to potential violations of sanctions, anti-corruption, anti-money laundering, or export control laws within the past five years.

4. No Individual Proceedings. No current director, officer, or employee of any Loan Party is, to the knowledge of Nexford management, the subject of any pending or threatened proceeding, investigation, or inquiry relating to sanctions, anti-corruption, anti-money laundering, or export control matters arising out of their activities on behalf of any Loan Party. These findings are consistent with the representations th

VIII. COMPLIANCE CONSIDERATIONS SPECIFIC TO THE TRANSACTION A. Use of Proceeds The proceeds of the $1,400,000,000 Term Loan B will be used as follows: Each of the foregoing uses of proceeds has been analyzed for compliance with applicable sanctions, anti-corruption, and anti-money laundering laws, and no issues were identified: • Refinancing. The existing first lien term loan is held by Atlas Meridian Bank, N.A., a n

1. Use of Proceeds Compliance Certificate. A certificate executed by an authorized officer of the Borrower certifying that the proceeds of the Term Loan B have been applied in accordance with the stated purposes and that such application does not violate any applicable OFAC sanctions, anti-corruption laws (including the FCPA), or anti-money laundering laws (including the BSA and the USA PATRIOT Act). C&H will prepare

2. Officer's Certificate. A certificate executed by a responsible officer of the Borrower (expected to be David Engstrom, as General Counsel, or James Thornton, as Chief Executive Officer) certifying the accuracy of all representations and warranties contained in the Credit Agreement as of the closing date, including the sanctions representations (Section 5.20), the anti-corruption representations (Section 5.21), and

3. Solvency Certificate. A solvency certificate to be executed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, including the refinancing and the dividend recapitalization. While the solvency certificate is not directly a "co