Contract analysis

1. Defined Terms. Capitalized terms used but not otherwise defined in these Disclosure Schedules shall have the meanings ascribed to such terms in the Agreement.

2. Qualification by Agreement. These Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Agreement to which they relate. The inclusion of any item, matter, or information in any Schedule shall not constitute an admission by the Company or any Member that such item, matter, or information is material, constitutes a breach of any representation, warranty, covenant, or agr

3. Cross-References and Deemed Disclosures. The disclosure of any item, matter, or information in a particular Schedule shall be deemed to be disclosed with respect to any other Schedule to the extent the relevance of such disclosure to such other Schedule is reasonably apparent on the face of such disclosure, notwithstanding the absence of a specific cross-reference to such other Schedule. The parties acknowledge th

4. Headings. Section and Schedule headings contained in these Disclosure Schedules are for convenience of reference only and shall not in any way limit, define, or otherwise affect the scope, meaning, or intent of the disclosures contained herein.

5. Informational Disclosures. Certain items may be listed in these Disclosure Schedules for informational purposes even though they may not be required to be disclosed under the terms of the Agreement. The inclusion of such additional items shall not be deemed to set a standard of materiality for any purpose or to expand the scope of any representation or warranty contained in the Agreement.

6. Data Room Incorporation. Any documents, materials, or information referenced herein that have been made available to Buyer in the electronic data room maintained by the Company (hosted on Meridian Data Room, Project "Pinnacle") are incorporated herein by reference to the extent specifically identified. References to documents in the data room shall include the folder path and document reference number, where appli

7. Knowledge Qualification. Certain disclosures herein are made to the "knowledge" of the Company or the Members. Unless otherwise specified, references to the knowledge of the Company shall mean the actual knowledge, after reasonable inquiry, of Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp.

8. Currency and Estimates. All dollar amounts set forth herein are denominated in United States dollars. Certain amounts are identified as estimates or approximations as of the date hereof or as of the anticipated Closing Date. Actual amounts as of the Closing Date may differ from such estimates. The Company and the Members do not undertake any obligation to update these Disclosure Schedules to reflect changes occurr

1. Trade Names. The unregistered trade names "Pinnacle," "Pinnacle Metal Fabricators," and "PMF," together with all goodwill associated therewith. The trade name "Pinnacle Metal Fabricators" has been used in commerce continuously since 2006, the short-form name "Pinnacle" since approximately 2008, and the initialism "PMF" in marketing materials since approximately 2015. No federal or state trademark registrations exi

2. Domain Name. The internet domain name pinnaclemetal.com, currently registered to Gerald T. Brennan through Ostrander Systems The registration for this domain name will be transferred to Buyer at Closing.

3. Telephone and Fax Numbers. All telephone numbers and fax numbers associated with the business of the Company, including the main business line (219-555-0147), the fax line (219-555-0149), and all direct-dial extensions.

4. Customer Lists and Supplier Lists. All customer lists, prospect lists, supplier lists, vendor databases, pricing histories, and related information maintained by the Company, whether in electronic or hard-copy form.

5. Proprietary Fabrication Drawings, Templates, and Specifications. All proprietary fabrication drawings, shop templates, cut lists, bill of materials templates, welding procedure specifications (WPS), procedure qualification records (PQR), and other technical documents developed internally by the Company's engineering and fabrication staff. See Schedule 3.10 for additional detail.

6. Goodwill. The goodwill of the business of the Company, including customer relationships, reputation, and going-concern value. Part (c) — Real Property Interests The following real property interest is included in the Acquired Assets: Leasehold Interest: • Property Address: 1127 Industrial Parkway, Hammond, IN 46320 • Description: Approximately 48,000 square foot fabrication and office facility, consisting of appro

1. Cash and Cash Equivalents. All cash and cash equivalents held in any bank accounts of the Company, including without limitation the accounts identified in Schedule 3.20, as of the Closing Date. For the avoidance of doubt, the security deposit held by Lakeshore Realty Partners LLC in the amount of $66,000 is not an Excluded Asset and shall be addressed in accordance with the terms of the Lease assignment.

2. Member Distributions Receivable. All member distributions receivable, including any distributions declared but unpaid as of the Closing Date.

3. Pre-Closing Tax Refunds. Certain federal and state tax refunds, credits, or rebates attributable to taxable periods ending on or prior to the Closing Date, to the extent received by the Company or any Member after the Closing Date.

4. Personal Vehicles. The following personal vehicles titled to the Members individually (and not in the name of the Company): • Gerald T. Brennan — 2021 Ford F-250 Super Duty (VIN: 1FT7W2B61MEC*) • Sandra L. Brennan — 2022 Chevrolet Traverse LT (VIN: 1GNERGKW6NJ*) Note: VINs have been partially redacted for privacy purposes. These vehicles are titled to the named individuals, have never been titled in the name of th

5. Organizational Documents and Records. The Company's Certificate of Formation, Operating Agreement (as amended), minute books, member records, and all other organizational documents. Copies of such documents (other than the Operating Agreement) have been made available to Buyer in the data room for informational purposes.

6. Rights Under the Agreement and Transaction Documents. All rights of the Company and the Members under the Agreement itself and the other Transaction Documents, including the right to receive the Purchase Price.

7. Insurance Policies. All insurance policies of the Company listed in Schedule 3.16, including all rights thereunder, other than claims for pre-closing occurrences to the extent such claims are assignable under the terms of the applicable policies. Buyer will obtain its own insurance coverage effective as of the Closing Date.

8. Tax Identification Number and Tax Accounts. The Company's federal Employer Identification Number (EIN: 27-1684352) and any state or local tax identification numbers or accounts associated therewith. SCHEDULE 1.03 — ASSUMED LIABILITIES Pursuant to Section 1.03 of the Agreement, the following liabilities of the Company shall be assumed by Buyer at the Closing: Trade Payables. All trade accounts payable incurred by t

1. General Exclusion. Any and all liabilities of the Company that are not expressly identified as Assumed Liabilities under Section 1.03 of the Agreement and Schedule 1.03 hereto.

2. Pre-Closing Tax Liabilities. All liabilities for taxes of the Company, the Members, or any of their respective affiliates for any taxable period (or portion thereof) ending on or before the Closing Date, including without limitation all income taxes, self-employment taxes, estimated tax payments, and any penalties or interest thereon. For the avoidance of doubt, this includes all liabilities for taxes arising from

3. Member Debt, Personal Guarantees, and Intra-Company Loans. All indebtedness, obligations, or liabilities of the Members in their individual capacities, including without limitation any personal guarantees issued by any Member in connection with the business of the Company (including the personal guarantee of Gerald T. Brennan on the Lakeshore Realty Partners LLC facility lease, which is to be released at or prior

4. Pre-Closing Product Liability and Tort Claims. Any and all product liability claims, personal injury claims, property damage claims, or other tort claims arising from or related to the operations of the Company or the Acquired Assets during the period prior to the Closing Date, except to the extent covered by the representations and warranties insurance policy obtained by Buyer in connection with the transactions

5. Liabilities Arising from Excluded Assets. Any and all liabilities arising from, related to, or associated with the Excluded Assets identified in Schedule 1.02.

6. Transaction Expenses of Sellers. All fees, costs, and expenses incurred by the Company or the Members in connection with the negotiation, preparation, and consummation of the transactions contemplated by the Agreement, including legal fees, accounting fees, and advisory fees. SCHEDULE 3.01 — ORGANIZATION AND GOOD STANDING Pinnacle Metal Fabricators LLC is a limited liability company duly organized, validly existin

1. Master Supply Agreement with Ironclad Bridge & Infrastructure Co. Section 12.3 of the Master Supply Agreement between the Company and Ironclad Bridge & Infrastructure Co., dated July 15, 2022 (the "Ironclad MSA"), provides that neither party may assign its rights or delegate its obligations under the Ironclad MSA without the prior written consent of the other party, and further provides that any "change of control

2. Facility Lease with Lakeshore Realty Partners LLC. Section 14.1 of the Lease Agreement between the Company and Lakeshore Realty Partners LLC, dated December 15, 2018, as amended (the "Facility Lease"), provides that the tenant may not assign, transfer, or sublease its interest in the Facility Lease or any part thereof without the prior written consent of the landlord, which consent shall not be unreasonably withhe

1. Annual Financial Statements. Unaudited compiled financial statements (balance sheet and statement of income) of the Company for the fiscal years ended December 31, 2020, December 31, 2021, and December 31, 2022. These financial statements were prepared by Sandra L. Brennan (in her capacity as the Company's bookkeeper) with compilation assistance from Veltrano Accounting Services LLC, Indianapolis, Indiana (CPA con

2. Interim Financial Statements. Unaudited interim financial statements (balance sheet and statement of income) of the Company for the six-month period ended June 30, 2023. These interim financial statements were prepared by Sandra L. Brennan using the same methodology as the annual financial statements. Important Disclosures Regarding Financial Statements: (a) Basis of Preparation. The Financial Statements are prepa

1. New Customer Purchase Orders. The Company entered into two new customer purchase orders in August 2023 totaling approximately $430,000 in the aggregate. These purchase orders are with existing customers and relate to structural steel fabrication projects consistent with the Company's ordinary course of business. The purchase orders are as follows: (a) Heartland Power Transmission Co. — PO #HPT-2023-1204, dated Aug

2. Member Distributions. The Company made aggregate member distributions of $125,000 in July 2023, distributed pro rata to the Members in accordance with their respective membership interests. This distribution was a regular quarterly distribution consistent with the Company's historical distribution practices.

3. Employee Departure. One shop floor employee (welder classification) voluntarily resigned from the Company effective August 15, 2023, citing personal reasons. The position has not yet been filled as of the date hereof. The Company is actively seeking a replacement through its customary hiring channels.

4. Equipment Purchase. The Company purchased one replacement welding station (Miller Dynasty 400 TIG welder) for approximately $18,500 in August 2023 in the ordinary course of business, replacing a unit that had reached the end of its useful life. The purchase was made using available cash and did not involve any financing. Other than as described above, since June 30, 2023, there has been no material adverse change

1. CNC Plasma Table No. 7 (Meridian & Co. Avenger 3, Serial No. EA3-14728, 2015). This unit has experienced a recurring calibration issue affecting precision tolerances on cuts exceeding two (2) inches in thickness. The issue was first identified in approximately Q2 2023 and has resulted in occasional rework on certain heavy-plate cutting jobs. The Company has obtained a quote from Meridian & Co.'s authorized service

2. Overhead Bridge Crane No. 2 (Adriatic Corporation, 5-ton, 2012). The hoist motor on this crane required replacement in March 2023. The replacement was performed by Adriatic Corporation's authorized service contractor at a cost of approximately $12,400. The crane is currently fully operational, and no further issues have been identified. The Company's crane inspection records (maintained in compliance with OSHA 29

1. Group Health Insurance. • Carrier: Keystone Health Plans Inc. • Plan type: Group health insurance (PPO) • Eligibility: All full-time employees and their eligible dependents are eligible to participate after sixty (60) days of continuous employment • Company contribution: The Company contributes approximately 70% of the monthly premium for employee-only and family coverage; the remaining approximately 30% is paid b

2. Simple IRA Retirement Plan. • Plan administrator: Brindoval Financial Advisors LLC • Plan type: Savings Incentive Match Plan for Employees (SIMPLE IRA) • Eligibility: All employees who received at least $5,000 in compensation during any two preceding calendar years and are reasonably expected to receive at least $5,000 in compensation during the current calendar year • Company matching contribution: The Company ma

3. Paid Time Off (PTO) Policy. • The Company provides paid time off (vacation) to all full-time employees based on years of service, as follows: • 0–2 years: 10 days (80 hours) per year • 3–7 years: 15 days (120 hours) per year • 8+ years: 20 days (160 hours) per year • PTO accrues on a per-pay-period basis and may be carried over to the following calendar year, subject to a maximum accrual cap of 1.5 times the annua

4. No Other Plans. The Company does not sponsor, maintain, or contribute to any of the following: • Defined benefit pension plan • Employee stock ownership plan (ESOP) or other equity-based compensation plan • Deferred compensation arrangement (whether qualified or nonqualified) • Cafeteria plan (Section 125 plan) • Health savings account (HSA) or health reimbursement arrangement (HRA) • Life insurance or disability

1. Prior Use of Facility. The facility at 1127 Industrial Parkway was previously used as a light industrial warehouse and distribution facility from approximately 1975 through 2005 by a prior tenant (Lakeshore Distribution & Warehousing Co., now defunct). Review of available records, including Trelwick fire insurance maps, city directories, and historical aerial photographs, revealed no evidence of hazardous substanc

2. Closed Underground Storage Tank (UST). A single underground storage tank (UST), formerly used for the storage of heating oil (No. 2 fuel oil), was located on the southern side of the facility. The UST was decommissioned and removed by Lakeshore Realty Partners LLC (the current landlord and property owner) in 2017, in accordance with Indiana Administrative Code requirements and under the oversight of the Indiana De

3. Environmental Database Review. The facility at 1127 Industrial Parkway is not listed on any federal or state environmental database, including without limitation: • CERCLIS (Comprehensive Environmental Response, Compensation, and Liability Information System) • NPL (National Priorities List / Superfund) • RCRA (Resource Conservation and Recovery Act) large or small quantity generator lists • RCRA CORRACTS or TSD f

1. Hazardous Materials Usage and Storage. The Company uses and stores minor quantities of welding gases (including argon, carbon dioxide, acetylene, and oxygen), cutting fluids, hydraulic oils, lubricants, and cleaning solvents in connection with its metal fabrication operations. All such materials are stored in accordance with applicable OSHA regulations (29 CFR 1910), Indiana fire code requirements, and manufacture

2. Waste Generation and Disposal. The Company generates scrap metal and metal shavings as byproducts of its fabrication operations. These materials are collected and sold to a licensed scrap metal recycler, Tri-County Scrap & Recycling Inc. (Gary, IN), on approximately a monthly basis. Average annual revenue to the Company from scrap metal