Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged as issuer's counsel to Nexford Industrial Holdings Inc. ("Nexford" or the "Issuer"), a Delaware corporation headquartered at 2400 Commerce Parkway, Suite 800, Schaumburg, IL 60173, in connection with a proposed $150,000,000 add-on tap (further issuance) of Nexford's existing 8.750% Senior Secured Notes due 2030 (the "Existing Notes"). The Existing Notes

II. Client Background A. Nexford Industrial Holdings Inc. Nexford Industrial Holdings Inc. is a Delaware corporation, EIN 84-3291057, with its principal executive offices located at 2400 Commerce Parkway, Suite 800, Schaumburg, IL 60173. The Issuer's registered agent in Delaware is c/o Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904. Nexford operates as a diversified industrials platform focused on t

III. Transaction Overview A. Offering Structure The proposed transaction is structured as an add-on tap (i.e., a further issuance) of Additional Notes under the existing Indenture dated March 15, 2023. The Additional Notes will have an aggregate principal amount of $150,000,000 and will bear interest at a rate of 8.750% per annum, identical to the coupon on the Existing Notes. Interest on the Additional Notes will be

IV. Use of Proceeds The estimated net proceeds of the offering will be applied as follows: • Kessler Acquisition: Approximately $138,000,000 of the net proceeds will be used to fund the all-cash purchase price for the acquisition of Kessler Precision Components, Inc. The purchase price is payable entirely in cash at the closing of the Kessler Acquisition; no rollover equity or earn-out components are contemplated. •

V. Transaction Fees and Expenses The following table summarizes the estimated transaction fees and expenses associated with the offering and the Kessler Acquisition: The initial purchaser discount of $2,625,000 will be deducted from the gross proceeds of the offering at settlement. All other transaction costs (totaling approximately $3,700,000) will be paid by the Issuer from the offering proceeds or from available c

VI. Kessler Acquisition Summary Target Kessler Precision Components, Inc. is a privately held Ohio corporation, EIN 31-1784623, located at 1455 Innovation Boulevard, Dayton, OH 45402. Kessler was founded by Thomas Kessler, who currently serves as President and remains actively involved in the business operations. Business Description Kessler is a manufacturer of precision-machined aluminum and titanium components for

VII. Capital Structure Analysis A. Pre-Deal Capital Structure (as of September 30, 2025) The following table summarizes Nexford's capital structure as of September 30, 2025, prior to giving effect to the add-on notes offering and the Kessler Acquisition: The ABL Revolving Credit Facility is a $200,000,000 asset-based revolving credit facility provided by a syndicate of lenders with Lakefront National Bank serving as

VIII. Security and Collateral Structure A. Notes Priority Collateral The Senior Secured Notes (including the Additional Notes after issuance) are secured by a first-priority lien on the "Notes Priority Collateral," which consists of: • All equipment owned by the Issuer and the Guarantors, including machinery, vehicles, furniture, and fixtures; • All real property owned by the Issuer and the Guarantors, including owne

1. Nexford Thermal Systems, LLC — a Delaware limited liability company

2. Nexford Fastener Group, Inc. — a Delaware corporation

3. Nexford Aerospace Components, Inc. — a Delaware corporation

4. Prairie Metal Works, LLC — an Illinois limited liability company

5. Great Lakes Precision, Inc. — a Michigan corporation

6. Nexford Defense Solutions, LLC — a Delaware limited liability company

7. Nexford Energy Products, Inc. — a Texas corporation

8. Veltrano Tool & Die, LLC — an Ohio limited liability company

9. Nexford International Holdings, Inc. — a Delaware corporation Each subsidiary guarantor has granted liens on its assets to secure the notes obligations (to the extent such assets constitute Notes Priority Collateral) and subordinate liens on its ABL Priority Collateral. Following the closing of the Kessler Acquisition, Kessler Precision Components, Inc. will be required to join the Indenture as an additional subsi

IX. Covenant Analysis Under the Existing Indenture A. Fixed Charge Coverage Ratio Incurrence Test The Indenture contains an incurrence-based financial test that restricts the ability of the Issuer and the restricted subsidiaries to incur additional indebtedness. Specifically, the Indenture requires that the Issuer maintain a minimum Fixed Charge Coverage Ratio ("FCCR") of 2.00 to 1.00 on a pro forma basis in order to

X. Fungibility Analysis The Additional Notes will be issued under the existing Indenture as "Additional Notes" pursuant to the provisions of the Indenture that expressly permit the issuance of further notes in an unlimited aggregate principal amount, subject to compliance with the applicable incurrence covenants. The First Supplemental Indenture to be executed at closing will formally designate the Additional Notes a

XI. DTC Eligibility and Book-Entry Mechanics The Additional Notes will be issued in book-entry form, represented by one or more global notes deposited with Ridgeline Trust Company, N.A., as trustee, acting as custodian for DTC. Beneficial interests in the Additional Notes will be recorded through the book-entry system maintained by DTC and its direct and indirect participants. DTC is a New York-chartered limited purp

XII. Registration Rights and Exchange Offer The existing Registration Rights Agreement, dated March 15, 2023, was entered into in connection with the original issuance of the Existing Notes and provides certain registration rights to the holders of the notes. Under the Registration Rights Agreement, the Issuer is obligated to file a registration statement with the Securities and Exchange Commission (the "SEC") for an

XIII. Intercreditor Agreement Considerations The Intercreditor Agreement dated March 15, 2023, between Ridgeline Trust Company, N.A. (in its capacity as collateral agent for the note holders) and Lakefront National Bank (in its capacity as administrative agent for the ABL lenders) governs the relative rights and priorities of the secured note holders and the ABL lenders with respect to the collateral securing the Iss

XIV. Identification of Parties and Counsel A. Transaction Parties The following table identifies the principal parties to the transaction, together with their respective roles and key contacts: B. Counsel The following table identifies the law firms representing the principal parties to the transaction:

XV. Transaction Timeline The following table sets forth the anticipated transaction timeline, from the initial board authorization through the key post-closing milestones: The transaction timeline is aggressive, with only two business days between engagement opening and the expected offering launch. The deal team should prioritize the following workstreams in the December 1–3 window: (i) finalization of the First Sup

XVI. Key Legal Issues and Open Items The following key legal issues and open items have been identified and require resolution prior to or in connection with the closing of the offering: A. Supplemental Indenture Drafting The First Supplemental Indenture must be drafted to properly designate the Additional Notes as "Additional Notes" under the applicable section of the Indenture that permits the issuance of further n