Contract analysis

I. Purpose and Background The purpose of this memorandum is to summarize the key economic and legal terms for the proposed $1,400,000,000 senior secured Term Loan B facility (the "Facility") as reflected in the term sheet negotiations to date. Specifically, the analysis herein is based upon (a) the initial term sheet received on February 5, 2025 from Crescent Harbor Bank, N.A. ("Crescent Harbor"), (b) the Calderwood

II. Transaction Overview A. Transaction Type The proposed transaction is a senior secured Term Loan B (institutional term loan) structured as a refinancing of existing credit facilities and a simultaneous dividend recapitalization. The Facility will be marketed and syndicated to institutional lenders in the broadly syndicated loan market through a customary bookbuild process led by Crescent Harbor. B. Parties. The fo

III. Use of Proceeds — Detailed Breakdown A. Sources. The sole source of funds for the transaction is the Term Loan B Facility: B. Uses. The proceeds of the Term Loan B will be applied as follows: Reconciliation: The total uses reconcile as follows: $879,375,000 + $335,000,000 + $38,625,000 + $147,000,000 = $1,400,000,000. Note Regarding Existing Unsecured Notes. The existing $250,000,000 aggregate principal amount o

IV. Key Economic Terms A. Interest Rate Applicable Rate: Term SOFR plus 400 basis points per annum. — AGREED. SOFR Floor: 0.75%. This means that if the Term SOFR rate falls below 0.75%, the SOFR component used for interest calculation purposes will be deemed to be 0.75%. — AGREED. SOFR Credit Spread Adjustment ("CSA"): 10 basis points for 1-month Term SOFR; 15 basis points for 3-month Term SOFR. The CSA is intended t

V. Financial Covenants A. Springing Financial Covenant Covenant Type: Maximum first lien net leverage ratio. Maximum Ratio: 5.00x (5.00 to 1.00). Testing Mechanics: The financial covenant will be tested on a quarterly basis; however, testing will be triggered only when aggregate outstanding revolving loans under any revolving credit facility (if established via the incremental facility provisions) exceed 40% of aggre

VI. Key Legal Terms — Negative Covenants The credit agreement is expected to include customary negative covenants for a sponsor-backed Term Loan B transaction. The following summarizes the principal negative covenants based on the term sheet negotiations to date. A. Limitations on Indebtedness — Permitted Indebtedness Incremental Facility. The credit agreement will include an incremental facility provision permitting

I. Sanctions / OFAC / Anti-Corruption / Anti-Money Laundering The credit agreement will include representations, warranties, and covenants relating to compliance with applicable sanctions, anti-corruption, and anti-money laundering laws and regulations, including the following: • Representations and covenants that no Loan Party, director, officer, employee, or (to the knowledge of the Loan Parties) agent is a Sanctio

VII. Change of Control Provision The credit agreement will include a change of control provision. The change of control triggers, as reflected in the current term sheet, are as follows: (i) The acquisition by any person or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Granite Peak and its affiliates (as "permitted holders"), of more

VIII. Security and Guarantee Package A. Guarantors. The obligations of the Borrower under the credit agreement will be guaranteed by the following entities: Holdings Guarantor: Granite Peak NIH Holdings, LLC, the direct parent of the Borrower and 100% equity holder. Subsidiary Guarantors: Each existing and future direct and indirect domestic restricted subsidiary of Nexford. Based on the current corporate structure p

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; subject to limited pledge, as described in Section VIII.B below)

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) Excluded from Guarantee: The following foreign subsidiaries are excluded from the guarantee requirements: • Nexford Canada Holdings ULC — British Columbia unlimited liability company • Nexford Canada Manufacturing, Inc. — Ontario corporation These entities are excluded because they are organized under the laws of Canadian provinces and a

IX. Intercreditor Arrangements A First Lien/Unsecured Intercreditor Agreement will be entered into between Crescent Harbor Bank, N.A. (in its capacity as first lien collateral agent under the credit agreement) and Pinnacle Trust Company (in its capacity as trustee for the holders of the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued under the Indenture dated November 8, 2021)

X. Conditions Precedent to Closing (Summary) The following is a summary of the anticipated conditions precedent to the closing and initial funding of the Term Loan B, based on the term sheet and customary practice for transactions of this type. The conditions precedent will be set forth in detail in the commitment letter and the credit agreement.

1. Execution and delivery of the Credit Agreement and all ancillary loan documents, including the guarantee agreement, security agreement (personal property), pledge agreements, intellectual property security agreement, and the intercreditor agreement with Pinnacle Trust Company.

2. Delivery of legal opinions, including: • C&H — New York law enforceability opinion and UCC perfection opinion; • Hargrove & Whitmore LLP (Robert Kimura) — Illinois law opinion (as to Nexford and Nexford Manufacturing Services, LLC); • Briarcliff Legal Group PA (Catherine Ellsworth) — Delaware entity opinions (as to each Delaware-organized Loan Party).

3. Officer's certificate, closing certificate, and solvency certificate, each signed by Michelle Kaplan, Chief Financial Officer of the Borrower.

4. Secretary's certificates for the Borrower, Holdings, and each Subsidiary Guarantor, attaching certified copies of incumbency certificates, resolutions, and organizational documents (certificates of incorporation or formation, bylaws or operating agreements, and good standing certificates).

5. Good standing certificates from the Secretary of State (or equivalent) of the jurisdiction of organization and each jurisdiction of qualification for all Loan Parties.

6. Board/manager resolutions of the Borrower (adopted January 13, 2025), Holdings, and each Subsidiary Guarantor authorizing the execution, delivery, and performance of the credit agreement and related loan documents.

7. UCC, intellectual property, tax, and judgment lien search results satisfactory to the Administrative Agent, covering all Loan Parties in all applicable jurisdictions.

8. Filing of UCC-1 financing statements in all applicable jurisdictions (as listed in Section VIII.D above).

9. Payoff of existing Atlas Meridian credit facilities in the aggregate amount of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest). Delivery of payoff letter and lien release authorization from Atlas Meridian Bank, N.A. (contact: Sandra Vickers).

10. UCC-3 termination statements for all existing Atlas Meridian liens. These may be filed as a post-closing item, provided that the payoff letter includes an irrevocable authorization for C&H to file such terminations.

11. Evidence of insurance coverage compliant with the requirements of the credit agreement, as reviewed by Vantage Risk Advisors, LLC. Insurance carriers: Continental Shield Underwriters, Inc. (property and casualty coverage) and Meridian Specialty Insurance Co. (directors and officers liability coverage).

12. Delivery of real property appraisals prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI) and Phase I Environmental Site Assessment reports prepared by Clearwater Environmental Sciences, Inc. for each mortgaged property.

13. Pro forma compliance certificate demonstrating satisfaction of applicable leverage tests on a pro forma basis after giving effect to the transaction and the application of proceeds.

14. Customary Sanctions/OFAC/anti-corruption certifications from the Borrower and each Guarantor.

15. Rating agency confirmation: Keystone Ratings Group (corporate family rating of B1; facility rating of B1) and Sentinel Credit Analytics (corporate credit rating of B+; facility rating of BB-).

16. KYC/AML documentation for all Loan Parties, including beneficial ownership certifications as required under 31 C.F.R. § 1010.230.

17. Funds flow memorandum agreed by all parties, setting forth the precise wire transfer instructions and the sequencing of all payments to be made on the closing date. Status: Subject to finalization in the commitment letter and the credit agreement. C&H will review the conditions precedent section of the commitment letter upon receipt (expected February 13–14, 2025) and advise the deal team of any additions, modifi

XI. Key Dates and Anticipated Timeline The following table sets forth the key dates and milestones for the transaction, including completed items and anticipated future events: The timeline is aggressive but consistent with the Sponsor's stated objective of closing by end of Q1 2025. We note that the pace of credit agreement negotiation will be a key determinant of whether the late March target is achievable. Early e

XII. Open Items and Next Steps A. Open Economic / Legal Items Requiring Further Negotiation The following items remain open or subject to further negotiation during the credit agreement drafting phase:

1. Definition of "Consolidated Adjusted EBITDA" — The precise scope of permitted add-backs in the credit agreement definition of Consolidated Adjusted EBITDA, including whether a cap on add-backs as a percentage of reported EBITDA (e.g., 25%) will be imposed. This is a significant definitional item that affects all leverage-tested provisions in the credit agreement.

2. Definition of "Excess Cash Flow" — The definition of Excess Cash Flow and the related deductions (including deductions for voluntary prepayments, capital expenditures, permitted acquisitions, and other items) need to be negotiated. The breadth of deductions will directly affect the amount of cash flow available for the mandatory prepayment sweep.

3. Investment Covenant Baskets — The specific dollar thresholds for permitted investment baskets (including general investments, investments in unrestricted subsidiaries, investments in joint ventures, and ratio-based acquisition baskets) have not yet been addressed and will require negotiation in the credit agreement.

4. Affiliate Transaction Threshold and Approval Mechanics — The dollar threshold above which affiliate transactions require board approval and/or a fair market value determination has not been specified. The approval mechanics (e.g., whether a majority of disinterested directors must approve, or whether a fairness opinion is required above a higher threshold) also remain to be determined. 5. "Permitted Holders" Defin

6. Builder Basket Mechanics — The precise mechanics for calculating 50% of cumulative consolidated net income under the builder basket component of the restricted payments covenant, including the definition of consolidated net income and the applicable starting date, remain to be confirmed.

7. Scope of Excluded Assets in the Security Agreement — The exact dollar thresholds for excluded assets (motor vehicles, letter of credit rights, commercial tort claims) and the scope of the "excessive cost" exclusion are subject to confirmation during security agreement negotiation.

8. Additional Conditions Precedent — Any additional conditions precedent to be specified in the commitment letter beyond those reflected in the current term sheet. We will review the commitment letter carefully upon receipt for any additional or modified conditions. B. Near-Term Action Items for C&H The following sets forth the near-term action items for the C&H deal team:

1. Review and comment on the commitment letter. The commitment letter is expected to be circulated by W&G on or about February 13–14, 2025. C&H should conduct a thorough review of the commitment letter, including the conditions precedent, the "market flex" provisions, the "clear market" provisions, and the syndication-related terms, and provide comments to the deal team within 24–48 hours of receipt.

2. Review and comment on the fee letter. The fee letter is expected to be circulated on or about February 17–18, 2025. C&H should review the fee letter for consistency with the agreed economic terms summarized in this memorandum and advise the client on any discrepancies or additional points of negotiation.

3. Continue due diligence review. C&H should continue the due diligence review of organizational documents, material contracts (including the Granite Peak management services agreement, key customer and supplier agreements, and real property leases), pending and threatened litigation, environmental matters, and insurance coverage. We anticipate that the due diligence review will need to be substantially complete prio

4. Coordinate with local counsel on opinion scope. C&H should coordinate with Hargrove & Whitmore LLP (Robert Kimura) regarding the scope of the Illinois law opinion and with Briarcliff Legal Group PA (Catherine Ellsworth) regarding the scope of the Delaware entity opinions. Draft opinion forms should be circulated to W&G for review as early as practicable.

5. Prepare for first draft credit agreement review. W&G is expected to circulate the first draft of the credit agreement in late February 2025. C&H should be prepared to review and provide a comprehensive markup within the timeframe agreed upon with the deal team. Given the number of open items, the initial credit agreement review is expected to be a significant workstream.

6. Coordinate on tax analysis. C&H should coordinate with Sylvia Hartwell on the tax analysis of the dividend recapitalization structure, including any implications under Section 163(j) of the Internal Revenue Code (business interest deduction limitation), the treatment of the OID for tax purposes, and any other tax issues arising from the transaction structure.

7. Begin preparation of security, guarantee, and pledge document forms. C&H should begin preparing the initial drafts or forms of the guarantee agreement, security agreement, pledge agreement, and intellectual property security agreement. While these documents are frequently provided by agent's counsel, the borrower's counsel's early preparation of forms can accelerate the closing timeline and provide greater control

XIII. Existing Capital Structure Summary (Pre-Transaction) The following table summarizes Nexford's existing capital structure prior to the consummation of the proposed transaction: The existing Atlas Meridian credit facilities are governed by that certain Credit Agreement dated June 14, 2019, among Nexford Industrial Holdings Inc., as Borrower, Granite Peak NIH Holdings, LLC, as Holdings, the subsidiary guarantors p

XIV. Key Financial Metrics Summary (LTM December 31, 2024) The following table summarizes the key financial metrics for Nexford on an LTM basis as of December 31, 2024: The estimated pro forma Year 1 cash interest expense of approximately $117,700,000 is calculated based on an average outstanding principal balance of approximately $1,393,000,000 (reflecting the scheduled amortization of $14,000,000 during the first y

XV. Distribution / Circulation This memorandum is prepared for internal use only within Calderwood & Harkness LLP and is not intended for distribution to the client, counterparties, or any third party. Circulation is limited to the following individuals: • Claudia Merritt — Responsible Partner • Ian Blackwood — Billing Partner • Marcus Leung — Lead Associate • Sophie Tremblay — Working Associate • Sylvia Hartwell — T