Contract analysis

Section 1. Description of the Transaction The Issuer is issuing $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due March 15, 2030 (the "Additional Notes") as "Additional Notes" under and as defined in Section 2.01 of the Indenture. The Additional Notes will have identical terms to the $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issue

Section 2. Certification Regarding Representations and Warranties Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that: (a) All representations and warranties of the Issuer and the Guarantors set forth in Article III of the Purchase Agreement are true and correct in all material respects as of the date hereof with the same effect as though made on and as of the date hereof; pro

Section 3. Certification Regarding No Default Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that: (a) No Event of Default (as defined in Section 6.01 of the Indenture) has occurred and is continuing as of the date hereof under the Indenture, the Base Indenture, or the First Supplemental Indenture. (b) No Default (as defined in Section 1.01 of the Indenture) has occurred and i

Section 4. Certification Regarding Compliance with Incurrence Covenants (a) Fixed Charge Coverage Ratio Incurrence Test The undersigned certify that the issuance of the Additional Notes has been made in compliance with the incurrence-based Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of the Indenture, which requires the Issuer to demonstrate, on a pro forma basis after giving effect to the incurrence

Section 5. Certification Regarding Conditions Precedent Each of the undersigned hereby certifies that all conditions precedent to the closing of the Offering set forth in Section 7.01 of the Purchase Agreement and Section 2.01 of the Indenture have been satisfied or, where permitted, waived as of the date hereof, including without limitation: (a) First Supplemental Indenture. The First Supplemental Indenture has been

Section 6. Certification Regarding the Kessler Acquisition The undersigned certify as follows with respect to the Kessler Acquisition: (a) The Issuer has entered into that certain Stock Purchase Agreement, dated as of November 15, 2025 (the "Kessler Purchase Agreement"), by and among the Issuer, as buyer, and The Kessler Family Trust (holding approximately 72% of the outstanding equity interests) and Northland Growth

Section 7. Certification Regarding the Guarantors The existing Guarantors under the Indenture, each of which has duly authorized, executed, and delivered the First Supplemental Indenture and its guarantee of the Additional Notes, are as follows: Each Guarantor listed above is a direct or indirect wholly owned domestic Restricted Subsidiary of the Issuer, with the exception of Nexford Parent Corp., which is the direct

Section 8. Certification Regarding Security and Collateral The Additional Notes are secured on a first-priority lien basis (subject to Permitted Liens as defined in the Indenture) on the Notes Priority Collateral (as defined in the Intercreditor Agreement), which consists of substantially all of the assets of the Issuer and the Guarantors, including without limitation: (a) all equipment, machinery, and fixtures; (b)

Section 9. Additional Certifications Each of the undersigned further certifies, on behalf of the Issuer and not individually, that: (a) No Material Litigation. No litigation, action, suit, proceeding, or investigation is pending or, to the knowledge of the undersigned (after due inquiry), threatened against the Issuer or any Guarantor before any court, arbitrator, or governmental authority that (i) would be material

Section 10. Reliance and Scope This Certificate is being furnished to the Initial Purchasers (Broadleaf Securities LLC and Fieldstone Capital Markets, Inc.) and to the Trustee (Ridgeline Trust Company, N.A.) in connection with and as a condition precedent to the closing of the Offering of the Additional Notes on the date hereof. The Initial Purchasers and the Trustee are entitled to rely upon this Certificate and the

III. Pro Forma Fixed Charge Coverage Ratio

IV. Compliance Determination The minimum Fixed Charge Coverage Ratio required under Section 4.09(a) of the Indenture for the incurrence of additional Indebtedness pursuant to the ratio basket is 2.00 to 1.00. The pro forma Fixed Charge Coverage Ratio of 2.99 to 1.00 exceeds the minimum required ratio, and accordingly, the incurrence test is satisfied. Note: The figures set forth in this Annex A are summary in nature