Contract analysis

I. Purpose and Scope of Memorandum This memorandum is prepared for the permanent client files of Calderwood & Harkness LLP in connection with its representation of Nexford Industrial Holdings Inc. ("Nexford," the "Borrower," or the "Company") in the $1,400,000,000 senior secured Term Loan B refinancing and dividend recapitalization (the "Transaction"). The memorandum is intended to serve as a comprehensive record of

II. Executive Summary On March 28, 2025, Nexford Industrial Holdings Inc., a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173, entered into a $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility") pursuant to a Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford, as the Borrower, Granite Peak NIH Holdings

III. The Parties A. Borrower — Nexford Industrial Holdings Inc. Nexford Industrial Holdings Inc. is a corporation organized and existing under the laws of the State of Delaware, with employer identification number 36-4178552 and Delaware Division of Corporations File Number 5765432. Nexford's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent for s

I. Advisors and Consultants The following advisors and consultants were engaged by or on behalf of the Borrower in connection with the Transaction: Greystone Valuation Services, Inc. prepared appraisals of the four mortgaged properties included in the collateral package, with an aggregate appraised fair market value of $193,000,000. Clearwater Environmental Sciences, Inc. prepared Phase I Environmental Site Assessmen

IV. Transaction Structure and Use of Proceeds A. Transaction Overview The Transaction is structured as a senior secured institutional Term Loan B credit facility, combining a refinancing of Nexford's existing first lien indebtedness with a dividend recapitalization returning capital to the private equity sponsor and its co-investors. The key structural parameters of the Facility are as follows: • Transaction Type: Se

V. Key Terms of the Credit Agreement The following is a summary of the key terms of the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, Granite Peak NIH Holdings, LLC, as Holdings, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the several lenders party thereto. This summary is qualified in its entirety by refere

I. EBITDA Add-Backs The Credit Agreement defines "Adjusted EBITDA" as EBITDA (as defined in the Credit Agreement) after giving effect to certain permitted add-backs. For the twelve months ended December 31, 2024, the Company's LTM Adjusted EBITDA of $385,000,000 was calculated as follows: The permitted add-backs were reviewed and confirmed by Ashworth & Kendrick LLP (independent auditor) and Stonebridge Advisory Grou

VI. Corporate Structure of the Nexford Group A. Ownership Chain The ownership chain of the Nexford Group, from the ultimate fund level through the Borrower, is as follows:

1. Granite Peak Capital Fund IV, LP (Delaware limited partnership) — 92% equity owner of Holdings.

2. GP Fund IV Co-Invest, LP (Delaware limited partnership) — 8% equity owner of Holdings.

3. Granite Peak Capital GP IV, LLC (Delaware limited liability company) — General partner of Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.

4. Granite Peak NIH Holdings, LLC (Delaware limited liability company; EIN 85-3291047; DE File Number 7234891) — 100% direct owner of Nexford; Holdings Guarantor under the Credit Agreement.

5. Nexford Industrial Holdings Inc. (Delaware corporation; EIN 36-4178552; DE File Number 5765432) — The Borrower. B. Subsidiary Structure (Nexford Direct and Indirect Subsidiaries) The Borrower's subsidiary structure as of the closing date consists of the following entities. All domestic entities listed below (other than the foreign subsidiaries) are Subsidiary Guarantors under the Credit Agreement and the Guarantee

1. Nexford Precision Components, Inc. (Delaware corporation) — Subsidiary Guarantor. Primary operating entity for the Precision Components segment.

2. Nexford Engineered Systems, LLC (Delaware limited liability company) — Subsidiary Guarantor. Primary operating entity for the Engineered Systems segment.

3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation) — Subsidiary Guarantor. Primary operating entity for the Industrial Coatings & Surface Technologies segment.

4. Nexford Manufacturing Services, LLC (Illinois limited liability company) — Subsidiary Guarantor. Provides shared manufacturing services and contract manufacturing.

5. Nexford Properties, LLC (Delaware limited liability company) — Subsidiary Guarantor. Real property holding entity; holds title to the mortgaged properties.

6. Nexford International Holdings, Inc. (Delaware corporation) — CFC Holdco; Subsidiary Guarantor. Holds equity interests in the Company's foreign subsidiaries. Pledge of equity interests limited to 65% of voting equity and 100% of non-voting equity of first-tier foreign subsidiaries. Indirect Foreign Subsidiaries (held through Nexford International Holdings, Inc.):

7. Nexford Canada Holdings ULC (British Columbia unlimited liability company) — Foreign subsidiary; not a Guarantor.

8. Nexford Canada Manufacturing, Inc. (Ontario corporation) — Foreign subsidiary; not a Guarantor. Operating subsidiary conducting Canadian manufacturing operations. Acquired Subsidiaries (direct or indirect subsidiaries of Nexford):

9. Clearfield Tool & Die, Inc. (Pennsylvania corporation) — Subsidiary Guarantor. Acquired in 2021. Specialty tooling and precision die manufacturing operations.

10. Summit Industrial Fabrication Co. (South Carolina corporation) — Subsidiary Guarantor. Acquired in 2022. Industrial fabrication and assembly operations.

11. Ridgepoint Specialty Coatings, LLC (Texas limited liability company) — Subsidiary Guarantor. Acquired in 2023. Specialty coatings and surface treatment operations.

12. Lakeshore Precision Engineering, Inc. (Michigan corporation) — Subsidiary Guarantor. Acquired in 2024. Precision engineering and CNC machining operations. Summary: The Nexford Group consists of the Borrower and 12 subsidiaries (10 domestic, 2 foreign). All 10 domestic subsidiaries are Subsidiary Guarantors. The 2 foreign subsidiaries (Nexford Canada Holdings ULC and Nexford Canada Manufacturing, Inc.) are not Gua

VII. Security and Guarantee Package A. Guarantors The obligations of the Borrower under the Credit Agreement are guaranteed by the following entities: Holdings Guarantor: • Granite Peak NIH Holdings, LLC Subsidiary Guarantors (11 entities):

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. Note: The list above includes 10 Subsidiary Guarantors in addition to Nexford International Holdings, Inc. (CFC Holdco), for a total of 11 Subsidiary Guarantors. Together with the Holdings Guarantor, the total guarantor count is 12 entities. The guarantees are unconditional, irrevocable, and joint and several, and are set forth in the Guarantee Agreement executed on the closi

VIII. Intercreditor Arrangements A First Lien/Unsecured Intercreditor Agreement (the "Intercreditor Agreement") was executed on March 28, 2025, among the following parties: • Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent under the Credit Agreement; • Pinnacle Trust Company, in its capacity as Trustee under the Unsecured Notes Indenture governing the 7.250% Senior Unsecured Notes due 2028;

IX. Key Financial Metrics The following table summarizes the key financial metrics of the Borrower as of and for the twelve months ended December 31, 2024, and on a pro forma basis giving effect to the Transaction: The estimated Year 1 cash interest expense of approximately $117,709,000 is calculated based on an assumed average outstanding principal balance of approximately $1,393,000,000 (reflecting four quarterly a

X. Key Transaction Timeline The following table sets forth the key events and milestones in the Transaction timeline: The period from the opening of the C&H matter on February 3, 2025, to closing on March 28, 2025, was approximately eight weeks, which is consistent with market timelines for transactions of this size and complexity. The drafting and negotiation of the Credit Agreement proceeded through three principal

XI. Closing Deliverables Summary The following is a summary of the principal documents and deliverables executed, delivered, or filed at or in connection with the closing of the Transaction on March 28, 2025. Complete copies of all executed documents are maintained in the closing binder. A. Credit and Transaction Documents

1. Credit Agreement (execution version, dated March 28, 2025), among Nexford Industrial Holdings Inc., as Borrower, Granite Peak NIH Holdings, LLC, as Holdings, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the several lenders party thereto.

2. Guarantee Agreement, among the Guarantors and Crescent Harbor Bank, N.A., as Administrative Agent.

3. Security Agreement (personal property), among the Loan Parties and Crescent Harbor Bank, N.A., as Collateral Agent.

4. Holdings Pledge Agreement, among Granite Peak NIH Holdings, LLC and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in Nexford).

5. Borrower Pledge Agreement, among Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in direct domestic subsidiaries).

6. Subsidiary Pledge Agreements (10 entities), among each Subsidiary Guarantor (other than Nexford International Holdings, Inc.) and Crescent Harbor Bank, N.A., as Collateral Agent.

7. CFC Holdco Limited Pledge Agreement, among Nexford International Holdings, Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 65% of voting equity and 100% of non-voting equity in Nexford Canada Holdings ULC).

8. Intellectual Property Security Agreement, among the Loan Parties and Crescent Harbor Bank, N.A., as Collateral Agent.

9. Deposit Account Control Agreements (covering accounts at Crescent Harbor Bank, N.A. and Redstone National Bank, accounts ending in -4471, -4472, and -6633).

10. Securities Account Control Agreements.

11. Intercompany Note (pledged to Collateral Agent).

12. First Lien/Unsecured Intercreditor Agreement, among Crescent Harbor Bank, N.A. (First Lien Collateral Agent), Pinnacle Trust Company (Unsecured Notes Trustee), and Nexford Industrial Holdings Inc. (Borrower). B. Certificates and Resolutions

1. Closing Certificate of the Borrower, confirming satisfaction of all conditions precedent to funding.

2. Officer's Certificate (representations and warranties; confirmation of no Default or Event of Default), signed by Michelle Kaplan, Chief Financial Officer.

3. Secretary's Certificate of Nexford Industrial Holdings Inc., certifying incumbency, resolutions adopted January 13, 2025, and attached copies of organizational documents (Certificate of Incorporation and Bylaws), signed by David Engstrom, General Counsel & Corporate Secretary.

4. Secretary's Certificate of Granite Peak NIH Holdings, LLC, certifying incumbency, resolutions, and organizational documents (Certificate of Formation and Limited Liability Company Agreement).

5. Secretary's Certificates of each Subsidiary Guarantor (11 certificates), certifying incumbency, resolutions, and organizational documents.

6. Solvency Certificate (on a consolidated basis, after giving effect to the Transaction), signed by Michelle Kaplan, Chief Financial Officer, certifying that (a) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds their liabilities, (b) the Borrower and its subsidiaries are able to pay their debts as they become due, and (c) the Borrower and its subsidiaries have adequ

7. Pro Forma Compliance Certificate, certifying pro forma leverage ratios as of the closing date: 3.38x first lien net leverage; 4.03x total net leverage.

8. Use of Proceeds Compliance Certificate (confirming compliance with Sanctions/OFAC, Anti-Corruption, and Anti-Money Laundering provisions).