Contract analysis

1. Matter Information The following information summarizes the key identifying data for this matter as entered into the firm's matter management and billing systems: Matter Number: 1005-00001 Billing Partner Client/Matter Code: IBL-NIH-2025-031 Date Opened: February 3, 2025 Client Name: Nexford Industrial Holdings Inc. Client Type: Portfolio Company (Private Equity-Sponsored) Matter Type: Leveraged Finance / Banking

2. Client Identification The following section sets forth the identifying information for the client, Nexford Industrial Holdings Inc., as required by the firm's new matter intake procedures and applicable ethical rules. Full Legal Name of Client: Nexford Industrial Holdings Inc. Entity Type: Corporation Jurisdiction of Organization: Delaware DE File Number: 5765432 EIN: 36-4178552 Headquarters Address: 1400 Industri

3. Sponsor / Parent Information Nexford is a portfolio company of Granite Peak Capital Partners, LP. The following section summarizes the relevant information concerning the private equity sponsor, the applicable fund vehicles, and the direct parent holding entity. Private Equity Sponsor: Granite Peak Capital Partners, LP, a Delaware limited partnership headquartered at 600 Steamboat Road, Suite 300, Greenwich, CT 06

4. Staffing and Billing 4.1 Calderwood & Harkness Engagement Team The following attorneys have been assigned to this matter. Staffing is subject to adjustment based on workload, availability, and the evolving needs of the transaction. Any changes to the engagement team will be reflected in the staffing memorandum maintained separately under this matter number. Billing Partner: Ian Blackwood. Mr. Blackwood will be res

5. Transaction Summary 5.1 Transaction Type The transaction involves a senior secured Term Loan B facility in the aggregate principal amount of $1,400,000,000 (the "New Term Loan B"). The New Term Loan B will be used to effect a full refinancing of the Borrower's existing first lien credit facilities and to fund a dividend recapitalization to the private equity sponsor. The transaction is structured as a single-tranc

6. Counterparties and Key Third Parties 6.1 Arranger / Administrative Agent Crescent Harbor Bank, N.A. — Sole lead left arranger and bookrunner; administrative agent; collateral agent. • Address: 320 Federal Street, Boston, MA 02110 • Key Contacts: • Elaine Prescott, Managing Director, Leveraged Finance Origination — Ms. Prescott is the senior relationship manager at Crescent Harbor responsible for the Nexford accoun

7. Local Counsel Engagements In connection with the delivery of legal opinions and the perfection of security interests in certain jurisdictions, the following local counsel engagements have been arranged: Illinois Local Counsel: Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, IL 60606. Lead Partner: Robert Kimura. Hargrove & Whitmore has been engaged to provide Illinois law enforceability and p

8. Borrower Corporate Structure Overview The following is a summary of Nexford's corporate structure, prepared for matter file reference. This summary is based on information provided by the client and is subject to verification through the due diligence process. A complete Corporate Organization Chart has been prepared and is dated February 10, 2025; that chart should be referenced for the definitive depiction of th

1. Nexford Precision Components, Inc. (Delaware corporation)

2. Nexford Engineered Systems, LLC (Delaware limited liability company)

3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation)

4. Nexford Manufacturing Services, LLC (Illinois limited liability company)

5. Nexford Properties, LLC (Delaware limited liability company)

6. Nexford International Holdings, Inc. (Delaware corporation — CFC holdco)

7. Clearfield Tool & Die, Inc. (Pennsylvania corporation — acquired 2021)

8. Summit Industrial Fabrication Co. (South Carolina corporation — acquired 2022)

9. Ridgepoint Specialty Coatings, LLC (Texas limited liability company — acquired 2023)

10. Lakeshore Precision Engineering, Inc. (Michigan corporation — acquired 2024) Note: The list above reflects ten named subsidiaries. The engagement team should confirm the identity of the eleventh domestic subsidiary guarantor referenced in the client's preliminary information and update this memorandum and the closing checklist accordingly. Nexford International Holdings, Inc. is organized as a Delaware corporatio

9. Anticipated Timeline and Key Milestones The following timeline sets forth the key milestones and target dates for the transaction, based on information available as of the date of this memorandum. All dates are subject to change based on the progress of negotiations, the syndication process, and the satisfaction of conditions precedent to closing. The engagement team should monitor the timeline closely and communi

10. Anticipated Workstreams The following workstreams have been identified based on the anticipated scope of the engagement. Each workstream will be assigned to specific members of the engagement team, and progress will be tracked through regular internal status calls and the matter management system.

1. Term Sheet and Commitment Letter Negotiation. The engagement team will review and mark up the initial term sheet to be provided by Crescent Harbor Bank, N.A., focusing on key economic and structural terms, including pricing, maturity, amortization, prepayment provisions, conditions precedent, representations and warranties, covenants, events of default, and "market flex" provisions. Upon receipt of the draft commi

2. Due Diligence. The engagement team will prepare and issue a comprehensive due diligence request list to the client covering all material areas, including corporate and organizational documents, existing indebtedness and liens, real property, environmental matters, insurance, pending and threatened litigation, intellectual property, regulatory and compliance matters, material contracts, employment and benefit matte

3. Credit Agreement Drafting and Negotiation. The initial draft of the Credit Agreement is expected to be prepared by Whitfield & Gage LLP (arranger's counsel). The engagement team will conduct a thorough review of the initial draft and prepare a comprehensive mark-up for negotiation. Key areas of focus will include, without limitation: • Definition of Adjusted EBITDA and applicable add-backs • Financial covenant mec

4. Security, Guarantee, and Pledge Documents. The engagement team will prepare or review, as applicable, the following security, guarantee, and pledge documents: • Guarantee Agreement — to be executed by each domestic subsidiary guarantor, guaranteeing the Borrower's obligations under the Credit Agreement on a senior secured basis • Security Agreement (Personal Property) — to be executed by the Borrower and each dome

5. Intercreditor Agreement. The engagement team will prepare or review the First Lien / Unsecured Intercreditor Agreement to be entered into among the Collateral Agent under the New Term Loan B (Crescent Harbor Bank, N.A.) and Pinnacle Trust Company, as trustee under the Existing Indenture, governing the relative rights and priorities of the first lien secured parties and the holders of the Existing Notes with respec

6. UCC Filings. The engagement team will prepare and coordinate the filing of UCC-1 financing statements in each jurisdiction in which a filing is required to perfect the security interests granted under the Security Agreement and related collateral documents. Based on the current corporate structure and the jurisdictions of organization of the Borrower and its subsidiary guarantors, UCC-1 financing statements are an

7. Tax Analysis. Sylvia Hartwell (Specialist Partner, Tax) will prepare or supervise the preparation of internal tax memoranda addressing the following matters in connection with the transaction: • Tax analysis of the dividend recapitalization structure, including the characterization of the dividend payment for U.S. federal income tax purposes and the availability of sufficient earnings and profits or other distribu

8. Legal Opinions. Calderwood & Harkness will prepare and deliver customary legal opinions in connection with the closing, including enforceability opinions with respect to the Credit Agreement and related finance documents and perfection opinions with respect to the security interests granted under the Security Agreement and related collateral documents, in each case, under New York law. The engagement team will als

9. Closing Mechanics. The engagement team will manage all aspects of the closing process, including the preparation and coordination of the following: • Funds flow memorandum — setting forth the definitive allocation of loan proceeds, wire instructions, and the sequence and timing of all funding and payment transactions on the closing date • Payoff letter review — review and analysis of the payoff letter from Atlas M

10. Post-Closing. The engagement team will manage the following post-closing deliverables and actions: • Mortgage preparation and recording — preparation and recording of mortgages, deeds of trust, or similar instruments securing the Facility with respect to the Borrower's and subsidiary guarantors' owned real property in the following jurisdictions: Cook County, Illinois; Winnebago County, Illinois; Greenville Count

11. Filing and Document Conventions The following conventions will be observed for document naming, filing, and identification purposes throughout the duration of this engagement: Credit Agreement Draft Naming Convention: All drafts of the Credit Agreement shall be named in accordance with the following convention: "NIH Credit Agreement — [Draft X / Execution Version]" (e.g., "NIH Credit Agreement — Draft 1," "NIH Cr

12. Administrative Notes The following administrative items are noted for the record and for the attention of the engagement team: • The engagement letter between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc. was executed on February 3, 2025, and is on file in the matter file. • An outside counsel guidelines acknowledgment letter, confirming the firm's compliance with the client's outside counsel gui