1005-00001 · Nexford Industrial Holdings · Closing

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CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

Telephone: (212) 848-6000 Facsimile: (212) 848-6001

COVER MEMORANDUM AND COMPILATION INDEX

Certified Copies of Organizational Documents — All Loan Parties

Matter No. 1005-00001 Billing Code: IBL-NIH-2025-031

CONFIDENTIAL AND PRIVILEGED — This memorandum and the accompanying documents are confidential, subject to the attorney-client privilege, and prepared in connection with the representation of Nexford Industrial Holdings Inc. and its affiliates. Distribution is limited to authorized recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited.

MEMORANDUM

TO: Claudia Merritt, Responsible Partner; Marcus Leung, Lead Associate

FROM: Sophie Tremblay, Working Associate

DATE: March 28, 2025

RE: Certified Copies of Organizational Documents — All Loan Parties — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

1. Purpose and Background

This memorandum accompanies the compilation of certified copies of organizational documents for each Loan Party in connection with the $1,400,000,000 senior secured Term Loan B facility, dated as of March 28, 2025 (the "Closing Date"), among Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), the Guarantors party thereto (collectively with the Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the several banks and other financial institutions or entities from time to time parties thereto as Lenders (the "Lenders"), pursuant to the Credit Agreement dated as of the date hereof (the "Credit Agreement"). Capitalized terms used but not defined in this memorandum have the meanings ascribed to them in the Credit Agreement.

The organizational documents compiled herein have been obtained from the respective Secretaries of State or equivalent filing offices in each applicable jurisdiction of organization and are delivered in satisfaction of the conditions precedent to the initial funding of the Term Loan B facility as set forth in Section 4.01 of the Credit Agreement, including without limitation Section 4.01(a)(iv) thereof, which requires delivery of certified copies of the charter documents, certificates of formation, articles of organization, or equivalent organizational documents for each Loan Party, together with copies of the governing documents (bylaws, operating agreements, or limited liability company agreements, as applicable) of each Loan Party, in each case certified by the applicable corporate secretary or authorized person.

These certified copies are being delivered at the March 28, 2025 closing simultaneously with, and as part of the integrated set of closing deliverables that includes, (i) the Secretary's Certificates and Authorized Person's Certificates for each Loan Party, (ii) Good Standing Certificates (or Certificates of Status, as applicable) for each Loan Party from its jurisdiction of organization and each jurisdiction in which it is qualified to do business, (iii) the duly executed Credit Agreement, (iv) the Guaranty Agreement, (v) the Pledge and Security Agreement, (vi) the Intercompany Note, (vii) UCC-1 Financing Statements for filing in each relevant jurisdiction, (viii) the Solvency Certificate of the Chief Financial Officer of the Borrower, (ix) the Funds Flow Memorandum, and (x) all other deliverables required under Section 4.01 of the Credit Agreement.

The organizational documents assembled in this compilation support, and are relied upon in connection with, the legal opinions to be delivered at closing by (a) Calderwood & Harkness LLP with respect to matters of New York law, including enforceability of the Credit Agreement, the Guaranty Agreement, and the Pledge and Security Agreement, as well as the perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York, (b) Hargrove & Whitmore LLP (Robert Kimura, Esq., lead opinion partner), serving as Illinois local counsel, with respect to Illinois law enforceability, authorization, and UCC perfection matters, and (c) Briarcliff Legal Group PA (Catherine Ellsworth, Esq., lead opinion partner), serving as Delaware local counsel, with respect to the due organization, valid existence, good standing, and corporate or limited liability company authority of each Delaware-organized Loan Party. Each such opinion letter will contain customary reliance language referencing the organizational documents compiled herein, among other documents and certificates.

2. Scope of Compilation

Organizational documents have been obtained and are included in this compilation for the following categories of Loan Parties, comprising a total of thirteen (13) entities organized across six (6) U.S. jurisdictions:

A. The Borrower:

Nexford Industrial Holdings Inc., a Delaware corporation, is the primary borrower under the Credit Agreement and the central operating company of the Nexford group of companies. Nexford is a portfolio company of Granite Peak Capital Partners, LP, held through the Holdings Guarantor described below.

B. The Holdings Guarantor:

Granite Peak NIH Holdings, LLC, a Delaware limited liability company, is the direct parent entity of the Borrower and serves as the Holdings Guarantor under the Credit Agreement. Holdings is owned approximately 92% by Granite Peak Capital Fund IV, LP and approximately 8% by GP Fund IV Co-Invest, LP, each of which is a Delaware limited partnership.

C. The Subsidiary Guarantors (11 entities):

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)

7. Clearfield Tool & Die, Inc. (Pennsylvania corporation)

8. Summit Industrial Fabrication Co. (South Carolina corporation)

9. Ridgepoint Specialty Coatings, LLC (Texas limited liability company)

10. Lakeshore Precision Engineering, Inc. (Michigan corporation)

The following entities are expressly excluded from the Loan Party group and are accordingly not included in this compilation:

• Nexford Canada Holdings ULC, a British Columbia unlimited liability company and the first-tier foreign subsidiary of Nexford International Holdings, Inc. As a Foreign Subsidiary (as defined in the Credit Agreement), Nexford Canada Holdings ULC is not required to be a Guarantor and is not a Loan Party. The equity interests in this entity are subject to the limited pledge described below.

• Nexford Canada Manufacturing, Inc., an Ontario corporation and a subsidiary of Nexford Canada Holdings ULC. As a Foreign Subsidiary, this entity is not required to be a Guarantor and is not a Loan Party.

It should be noted that Nexford International Holdings, Inc. is included as a Subsidiary Guarantor notwithstanding its status as a "CFC Holdco" (i.e., a domestic entity substantially all of the assets of which consist of equity interests in one or more Controlled Foreign Corporations). Consistent with market-standard terms for sponsor-backed leveraged loan transactions, the pledge of the equity interests of the first-tier foreign subsidiary (Nexford Canada Holdings ULC) is limited to sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests, in each case of Nexford Canada Holdings ULC, as set forth in Section 6.01(a)(iii) of the Pledge and Security Agreement.

3. Description of Organizational Documents Obtained

The types of organizational documents obtained and included in this compilation are as follows, organized by entity type:

For each entity organized as a corporation:

(a) A certified copy of the Certificate of Incorporation (or Articles of Incorporation, as applicable in the relevant jurisdiction), including all amendments, restatements, certificates of amendment, certificates of merger, certificates of conversion, and any other documents amending or supplementing the original certificate or articles of incorporation, in each case as on file with the applicable Secretary of State or Department of State (the "Formation Document"). Each such Formation Document has been certified by the applicable Secretary of State or Department of State with an official certification stamp, seal, or letter confirming that the documents attached thereto are true and complete copies of all documents on file with such office with respect to the formation and organizational history of the applicable entity.

(b) A copy of the current Bylaws (as adopted, amended, or amended and restated through the Closing Date) of the applicable entity (the "Governing Document"), certified by the corporate secretary of the entity as being true, correct, and complete and as being in full force and effect as of the Closing Date. The Bylaws are not publicly filed documents and are accordingly not certified by the Secretary of State or Department of State but rather are certified by the applicable corporate secretary as part of and attached to the Secretary's Certificate delivered by the applicable entity at closing.

For each entity organized as a limited liability company:

(a) A certified copy of the Certificate of Formation (or Articles of Organization, as applicable in the relevant jurisdiction), including all amendments, certificates of amendment, and any other documents amending or supplementing the original certificate or articles of formation/organization, in each case as on file with the applicable Secretary of State or Department of State (the "Formation Document"). Each such Formation Document has been certified by the applicable Secretary of State or Department of State in the same manner described above for corporations.

(b) A copy of the current Limited Liability Company Agreement (or Operating Agreement or Company Agreement, as applicable and as such agreement may be designated in the relevant jurisdiction) of the applicable entity (the "Governing Document"), as adopted, amended, or amended and restated through the Closing Date, certified by an authorized member or manager (or other authorized person) of the entity as being true, correct, and complete and as being in full force and effect as of the Closing Date. As with corporate bylaws, limited liability company agreements are not publicly filed documents and are accordingly not certified by the Secretary of State or Department of State but rather are certified by the applicable authorized person as part of and attached to the Secretary's Certificate or Authorized Person's Certificate delivered by the applicable entity at closing.

In all cases, the term "Formation Document" as used in this memorandum refers to the publicly filed organizational document certified by the state filing office, and the term "Governing Document" refers to the internal governance document certified by the entity's corporate secretary or authorized person. Together, the Formation Document and Governing Document for each entity constitute the complete set of "Organizational Documents" for that entity as required under the Credit Agreement.

COMPILATION INDEX CERTIFIED ORGANIZATIONAL DOCUMENTS BY LOAN PARTY

Tab 1 — Nexford Industrial Holdings Inc. (Borrower)

Document 1A: Certified copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, certificates of amendment, and certificates of merger filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the documents attached thereto are true and complete copies of all instruments on file with such office relating to the formation and organizational history of Nexford Industrial Holdings Inc. as of the date of such certification.

Document 1B: Copy of the Bylaws of Nexford Industrial Holdings Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., as attached to and forming part of the Secretary's Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Nexford Industrial Holdings Inc. was originally incorporated in 1987 under the laws of the State of Illinois. In connection with the acquisition of Nexford by Granite Peak Capital Partners, LP in January 2019, the entity was redomiciled and re-incorporated under the laws of the State of Delaware. The organizational history as reflected in the certified Formation Document includes the certificate of conversion and the restated certificate of incorporation filed at that time, as well as any subsequent amendments through the Closing Date. The pre-conversion Illinois articles of incorporation are not included in this compilation, as the Delaware Secretary of State file contains the complete organizational record following the conversion.

Tab 2 — Granite Peak NIH Holdings, LLC (Holdings Guarantor)

Document 2A: Certified copy of the Certificate of Formation of Granite Peak NIH Holdings, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, certificates of amendment, or other documents filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.

Document 2B: Copy of the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Granite Peak NIH Holdings, LLC, as attached to and forming part of the Authorized Person's Certificate of Granite Peak NIH Holdings, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Granite Peak NIH Holdings, LLC is the direct parent of Nexford Industrial Holdings Inc. and serves as the Holdings Guarantor under the Credit Agreement. The membership interests of Holdings are beneficially owned approximately 92% by Granite Peak Capital Fund IV, LP and approximately 8% by GP Fund IV Co-Invest, LP. Holdings was formed in connection with the January 2019 leveraged buyout of Nexford by Granite Peak Capital Partners, LP, and the equity interests of Holdings are not pledged under the Pledge and Security Agreement (the pledge being limited to the equity interests of the Borrower held by Holdings).

Tab 3 — Nexford Precision Components, Inc. (Subsidiary Guarantor)

Document 3A: Certified copy of the Certificate of Incorporation of Nexford Precision Components, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford Precision Components, Inc. as of the date of such certification.

Document 3B: Copy of the Bylaws of Nexford Precision Components, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford Precision Components, Inc., as attached to and forming part of the Secretary's Certificate of Nexford Precision Components, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Tab 4 — Nexford Engineered Systems, LLC (Subsidiary Guarantor)

Document 4A: Certified copy of the Certificate of Formation of Nexford Engineered Systems, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.

Document 4B: Copy of the Limited Liability Company Agreement of Nexford Engineered Systems, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Nexford Engineered Systems, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Engineered Systems, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Tab 5 — Nexford Coatings & Surface Technologies, Inc. (Subsidiary Guarantor)

Document 5A: Certified copy of the Certificate of Incorporation of Nexford Coatings & Surface Technologies, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford Coatings & Surface Technologies, Inc. as of the date of such certification.

Document 5B: Copy of the Bylaws of Nexford Coatings & Surface Technologies, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford Coatings & Surface Technologies, Inc., as attached to and forming part of the Secretary's Certificate of Nexford Coatings & Surface Technologies, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Tab 6 — Nexford Manufacturing Services, LLC (Subsidiary Guarantor)

Document 6A: Certified copy of the Articles of Organization of Nexford Manufacturing Services, LLC, as filed with the Secretary of State of the State of Illinois, Department of Business Services, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Illinois Secretary of State confirms that the document attached thereto is a true and complete copy of the Articles of Organization, as amended, on file with such office as of the date of such certification.

Document 6B: Copy of the Operating Agreement of Nexford Manufacturing Services, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized member or manager of Nexford Manufacturing Services, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Manufacturing Services, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Nexford Manufacturing Services, LLC is the only Illinois-organized limited liability company within the Loan Party group. As such, it is the only entity for which the Formation Document consists of Articles of Organization filed with the Illinois Secretary of State (rather than a Certificate of Formation filed with the Delaware Secretary of State or another state filing office). For UCC perfection purposes, a UCC-1 Financing Statement naming NMS as debtor has been filed with the Illinois Secretary of State, as Illinois is NMS's jurisdiction of organization and the appropriate filing office under Section 9-301 of the Illinois Uniform Commercial Code (810 ILCS 5/9-301). This filing is addressed in the UCC perfection opinion of Hargrove & Whitmore LLP.

Tab 7 — Nexford Properties, LLC (Subsidiary Guarantor)

Document 7A: Certified copy of the Certificate of Formation of Nexford Properties, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.

Document 7B: Copy of the Limited Liability Company Agreement of Nexford Properties, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Nexford Properties, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Properties, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Nexford Properties, LLC is the real property holding entity for certain owned real properties of the Nexford group of companies. NP LLC holds fee title to the manufacturing and office facilities located in Schaumburg, Illinois; Rockford, Illinois; and Greenville, South Carolina. The Mortgages, Deeds of Trust, and related real property collateral documents encumbering such properties in favor of the Administrative Agent and the Collateral Agent are being delivered under separate cover as part of the real property closing deliverables.

Tab 8 — Nexford International Holdings, Inc. (Subsidiary Guarantor — CFC Holdco)

Document 8A: Certified copy of the Certificate of Incorporation of Nexford International Holdings, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford International Holdings, Inc. as of the date of such certification.

Document 8B: Copy of the Bylaws of Nexford International Holdings, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford International Holdings, Inc., as attached to and forming part of the Secretary's Certificate of Nexford International Holdings, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Nexford International Holdings, Inc. is a CFC Holdco, meaning a domestic entity the principal assets of which consist of the equity interests of one or more Controlled Foreign Corporations within the meaning of Section 957 of the Internal Revenue Code. NIH Intl is the direct parent of Nexford Canada Holdings ULC, a British Columbia unlimited liability company. Consistent with Section 6.01(a)(iii) of the Pledge and Security Agreement, the pledge of equity interests of Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests thereof, in order to avoid the adverse U.S. federal income tax consequences that could result from a deemed repatriation of earnings of the applicable Controlled Foreign Corporations under Subpart F of the Internal Revenue Code.

Tab 9 — Clearfield Tool & Die, Inc. (Subsidiary Guarantor)

Document 9A: Certified copy of the Articles of Incorporation of Clearfield Tool & Die, Inc., as filed with the Department of State of the Commonwealth of Pennsylvania, Bureau of Corporations and Charitable Organizations, including any and all amendments, restatements, articles of amendment, and supplementary articles filed with such office through and including the Closing Date. The certification from the Pennsylvania Department of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.

Document 9B: Copy of the Bylaws of Clearfield Tool & Die, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Clearfield Tool & Die, Inc., as attached to and forming part of the Secretary's Certificate of Clearfield Tool & Die, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Clearfield Tool & Die, Inc. was acquired by the Nexford group in 2021 as part of the company's add-on acquisition strategy. Clearfield remains organized under the laws of the Commonwealth of Pennsylvania and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Clearfield as debtor has been filed with the Pennsylvania Department of State, as Pennsylvania is Clearfield's jurisdiction of organization and the appropriate filing office under Section 9301 of the Pennsylvania Uniform Commercial Code (13 Pa.C.S. Section 9301).

Tab 10 — Summit Industrial Fabrication Co. (Subsidiary Guarantor)

Document 10A: Certified copy of the Articles of Incorporation of Summit Industrial Fabrication Co., as filed with the Secretary of State of the State of South Carolina, including any and all amendments, restatements, articles of amendment, and articles of merger filed with such office through and including the Closing Date. The certification from the South Carolina Secretary of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.

Document 10B: Copy of the Bylaws of Summit Industrial Fabrication Co., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Summit Industrial Fabrication Co., as attached to and forming part of the Secretary's Certificate of Summit Industrial Fabrication Co. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Summit Industrial Fabrication Co. was acquired by the Nexford group in 2022 as a platform add-on. Summit remains organized under the laws of the State of South Carolina and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Summit as debtor has been filed with the South Carolina Secretary of State, as South Carolina is Summit's jurisdiction of organization and the appropriate filing office under Section 36-9-301 of the South Carolina Uniform Commercial Code.

Tab 11 — Ridgepoint Specialty Coatings, LLC (Subsidiary Guarantor)

Document 11A: Certified copy of the Certificate of Formation of Ridgepoint Specialty Coatings, LLC, as filed with the Secretary of State of the State of Texas, Corporations Section, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Texas Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.

Document 11B: Copy of the Company Agreement of Ridgepoint Specialty Coatings, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Ridgepoint Specialty Coatings, LLC, as attached to and forming part of the Authorized Person's Certificate of Ridgepoint Specialty Coatings, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Ridgepoint Specialty Coatings, LLC was acquired by the Nexford group in 2023 and operates from a shared facility with Nexford Coatings & Surface Technologies, Inc. at the Westpark Industrial Boulevard campus in Houston, Texas. Ridgepoint remains organized under the laws of the State of Texas and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Ridgepoint as debtor has been filed with the Texas Secretary of State, as Texas is Ridgepoint's jurisdiction of organization and the appropriate filing office under Section 9.301 of the Texas Business and Commerce Code.

Tab 12 — Lakeshore Precision Engineering, Inc. (Subsidiary Guarantor)

Document 12A: Certified copy of the Articles of Incorporation of Lakeshore Precision Engineering, Inc., as filed with the Department of State of the State of Michigan, Bureau of Commercial Services, Corporations Division, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Michigan Department of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.

Document 12B: Copy of the Bylaws of Lakeshore Precision Engineering, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Lakeshore Precision Engineering, Inc., as attached to and forming part of the Secretary's Certificate of Lakeshore Precision Engineering, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.

Note: Lakeshore Precision Engineering, Inc. is the most recently acquired subsidiary in the Nexford group, having been acquired in 2024. Lakeshore remains organized under the laws of the State of Michigan and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Lakeshore as debtor has been filed with the Michigan Department of State, as Michigan is Lakeshore's jurisdiction of organization and the appropriate filing office under Section 440.9301 of the Michigan Uniform Commercial Code.

SUMMARY TABLE — ORGANIZATIONAL DOCUMENTS COMPILATION

All certified copies from the applicable Secretaries of State and Departments of State are dated within the required timeframe specified in the Credit Agreement, which requires that such certifications be dated not earlier than five (5) business days prior to the Closing Date (i.e., on or after March 21, 2025). As reflected in the table above, all certifications are dated between March 21, 2025 and March 25, 2025, inclusive, which is within the requisite five-business-day window preceding the March 28, 2025 Closing Date.

NOTES AND OBSERVATIONS

A. Filing Jurisdiction Matters

The thirteen (13) Loan Parties comprising the Borrower, the Holdings Guarantor, and the eleven (11) Subsidiary Guarantors are organized across six (6) U.S. jurisdictions. The distribution of Loan Parties by jurisdiction of organization is as follows:

(a) Delaware — Eight (8) Loan Parties are organized under the laws of the State of Delaware, with Formation Documents filed with the Delaware Secretary of State, Division of Corporations: Nexford Industrial Holdings Inc. (Tab 1), Granite Peak NIH Holdings, LLC (Tab 2), Nexford Precision Components, Inc. (Tab 3), Nexford Engineered Systems, LLC (Tab 4), Nexford Coatings & Surface Technologies, Inc. (Tab 5), Nexford Properties, LLC (Tab 7), and Nexford International Holdings, Inc. (Tab 8). Delaware is the predominant organizational jurisdiction, which is typical for a sponsor-backed leveraged transaction of this nature.

(b) Illinois — One (1) Loan Party is organized under the laws of the State of Illinois, with the Formation Document filed with the Illinois Secretary of State: Nexford Manufacturing Services, LLC (Tab 6).

(c) Pennsylvania — One (1) Loan Party is organized under the laws of the Commonwealth of Pennsylvania, with the Formation Document filed with the Pennsylvania Department of State: Clearfield Tool & Die, Inc. (Tab 9).

(d) South Carolina — One (1) Loan Party is organized under the laws of the State of South Carolina, with the Formation Document filed with the South Carolina Secretary of State: Summit Industrial Fabrication Co. (Tab 10).

(e) Texas — One (1) Loan Party is organized under the laws of the State of Texas, with the Formation Document filed with the Texas Secretary of State: Ridgepoint Specialty Coatings, LLC (Tab 11).

(f) Michigan — One (1) Loan Party is organized under the laws of the State of Michigan, with the Formation Document filed with the Michigan Department of State: Lakeshore Precision Engineering, Inc. (Tab 12).

In total, the compilation encompasses thirteen (13) Loan Parties indexed across twelve (12) tabs. The tab count of twelve (12) reflects the fact that Nexford Manufacturing Services, LLC is counted among the eleven (11) Subsidiary Guarantors and is assigned its own tab (Tab 6), consistent with the overall numbering convention.

B. Excluded Entities

The following entities have been expressly excluded from this compilation and are not Loan Parties under the Credit Agreement:

(a) Nexford Canada Holdings ULC, a British Columbia unlimited liability company. This entity is a Foreign Subsidiary as defined in the Credit Agreement and is not required to provide a guaranty or be a Loan Party. The equity interests of this entity are subject to the limited pledge described at Tab 8 above.

(b) Nexford Canada Manufacturing, Inc., an Ontario corporation and a wholly-owned subsidiary of Nexford Canada Holdings ULC. This entity is a Foreign Subsidiary and is not required to provide a guaranty or be a Loan Party.

(c) Granite Peak Capital Fund IV, LP, a Delaware limited partnership and the indirect majority owner of the Borrower through Holdings. This entity is the Sponsor (as defined in the Credit Agreement) and is not a Loan Party.

(d) GP Fund IV Co-Invest, LP, a Delaware limited partnership and a minority indirect owner of the Borrower through Holdings. This entity is not a Loan Party.

(e) Granite Peak Capital GP IV, LLC, a Delaware limited liability company and the general partner of Granite Peak Capital Fund IV, LP. This entity is not a Loan Party.

No organizational documents for any of the foregoing excluded entities have been obtained or are included in this compilation. Should organizational documents for any such entity be required for any purpose in connection with this transaction, separate requests will need to be coordinated with the applicable jurisdictions and, in the case of the Canadian entities, with Canadian counsel.

C. Cross-References to Other Closing Deliverables

The certified organizational documents compiled herein form part of an integrated set of closing deliverables required under Section 4.01 of the Credit Agreement. For ease of reference, the related closing deliverables are cross-referenced below:

(a) Good Standing Certificates (or Certificates of Status, as applicable) for all Loan Parties, from each Loan Party's jurisdiction of organization and from each jurisdiction in which such Loan Party is qualified to do business as a foreign entity, have been obtained and are delivered under separate cover as part of the Good Standing Certificates compilation.

(b) Secretary's Certificates / Authorized Person's Certificates for all Loan Parties, each including (i) a certificate of the secretary, assistant secretary, or authorized person of the applicable Loan Party certifying as to the incumbency and specimen signatures of the officers or authorized persons executing the Credit Agreement and the other Loan Documents, (ii) copies of the resolutions (board resolutions, member/manager resolutions, or written consents, as applicable) authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents, (iii) copies of the Organizational Documents (Bylaws, Operating Agreements, or LLC Agreements) certified by such secretary or authorized person, and (iv) copies of the certified Formation Documents (Certificates of Incorporation, Certificates of Formation, or Articles of Organization/Incorporation, as applicable), are delivered under separate cover as part of the Secretary's Certificates compilation.

(c) Board / Manager / Member Resolutions for all Loan Parties authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents are attached to and form part of the respective Secretary's Certificates or Authorized Person's Certificates referenced in clause (b) above.

(d) Incumbency Certificates confirming the names, titles, and specimen signatures of officers or authorized persons of each Loan Party authorized to execute the Loan Documents are included within the respective Secretary's Certificates or Authorized Person's Certificates.

The organizational documents compiled herein are relied upon in the following legal opinions being delivered at closing:

(i) The legal opinion of Calderwood & Harkness LLP with respect to matters of New York law, including the enforceability of the Credit Agreement, the Guaranty Agreement, the Pledge and Security Agreement, and the other Loan Documents governed by New York law, as well as the creation and perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York.

(ii) The legal opinion of Hargrove & Whitmore LLP (Robert Kimura, Esq.) with respect to matters of Illinois law, including the enforceability of the Loan Documents under Illinois law, the due authorization of the Illinois-organized Loan Party (Nexford Manufacturing Services, LLC), and the perfection of security interests under Article 9 of the Illinois Uniform Commercial Code.

(iii) The legal opinion of Briarcliff Legal Group PA (Catherine Ellsworth, Esq.) with respect to Delaware entity opinions covering the due organization, valid existence, good standing, and corporate or limited liability company authority of each Delaware-organized Loan Party to execute, deliver, and perform its obligations under the Loan Documents.

D. Document Handling Instructions

The following instructions apply to the handling and distribution of the certified organizational documents compiled herein:

(a) All original certified copies obtained from the applicable Secretaries of State and Departments of State are to be maintained in the master closing binder for the transaction, which will be assembled by Calderwood & Harkness LLP and maintained in its document management system under Matter No. 1005-00001. The original certified copies should be placed behind the corresponding tabs in the closing binder.

(b) Complete copies of all certified organizational documents have been provided to Whitfield & Gage LLP (Margaret Ashby, Esq. / Jonathan Ferris, Esq.) on behalf of Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the Pledge and Security Agreement, respectively.

(c) Complete copies of the certified organizational documents for all Delaware-organized Loan Parties (Tabs 1, 2, 3, 4, 5, 7, and 8) have been provided to Briarcliff Legal Group PA (Catherine Ellsworth, Esq.) for reliance in connection with the preparation and delivery of the Delaware entity opinions.

(d) Complete copies of the certified organizational documents for Nexford Manufacturing Services, LLC (Tab 6) have been provided to Hargrove & Whitmore LLP (Robert Kimura, Esq.) for reliance in connection with the preparation and delivery of the Illinois law opinion.

SIGNATURE / PREPARER BLOCK

Prepared by:

________________________________________

Sophie Tremblay Working Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Date: March 28, 2025

Reviewed by:

________________________________________

Marcus Leung Lead Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Date: March 28, 2025

Matter No.: 1005-00001 Billing Code: IBL-NIH-2025-031

ENCLOSURES

The following certified organizational documents are enclosed behind Tabs 1 through 12 as described in the compilation index set forth in this memorandum:

Total Documents Enclosed: 24 items (12 Formation Documents + 12 Governing Documents)

CONFIDENTIAL AND PRIVILEGED — CALDERWOOD & HARKNESS LLP — Matter No. 1005-00001

Field	Detail
Entity Name	Nexford Industrial Holdings Inc.
Role	Borrower
Entity Type	Corporation
Jurisdiction of Organization	Delaware
Secretary of State File Number	5765432
Registered Agent	Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Employer Identification Number (EIN)	36-4178552
Principal Office / Headquarters	1400 Industrial Parkway, Schaumburg, IL 60173
Field	Detail
Entity Name	Granite Peak NIH Holdings, LLC
Role	Holdings Guarantor
Entity Type	Limited Liability Company
Jurisdiction of Organization	Delaware
Secretary of State File Number	7234891
Registered Agent	Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Employer Identification Number (EIN)	85-3291047
Field	Detail
Entity Name	Nexford Precision Components, Inc.
Short Name	NPC
Role	Subsidiary Guarantor
Entity Type	Corporation
Jurisdiction of Organization	Delaware
Principal Office	2750 Commerce Drive, Rockford, IL 61101
Field	Detail

Entity Name	Nexford Engineered Systems, LLC
Short Name	NES
Role	Subsidiary Guarantor
Entity Type	Limited Liability Company
Jurisdiction of Organization	Delaware
Principal Office	600 Manufacturers Row, Greenville, SC 29607
Field	Detail
Entity Name	Nexford Coatings & Surface Technologies, Inc.
Short Name	NCST
Role	Subsidiary Guarantor
Entity Type	Corporation
Jurisdiction of Organization	Delaware
Principal Office	9100 Westpark Industrial Boulevard, Houston, TX 77063
Field	Detail
Entity Name	Nexford Manufacturing Services, LLC
Short Name	NMS
Role	Subsidiary Guarantor
Entity Type	Limited Liability Company
Jurisdiction of Organization	Illinois
Principal Office	1400 Industrial Parkway, Schaumburg, IL 60173
Field	Detail
Entity Name	Nexford Properties, LLC
Short Name	NP LLC
Role	Subsidiary Guarantor
Entity Type	Limited Liability Company

Jurisdiction of Organization	Delaware
Registered Agent	Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Field	Detail
Entity Name	Nexford International Holdings, Inc.
Short Name	NIH Intl
Role	Subsidiary Guarantor (CFC Holdco)
Entity Type	Corporation
Jurisdiction of Organization	Delaware
Registered Agent	Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Field	Detail
Entity Name	Clearfield Tool & Die, Inc.
Short Name	Clearfield
Role	Subsidiary Guarantor
Entity Type	Corporation
Jurisdiction of Organization	Pennsylvania
Principal Office	175 Clearfield Avenue, Clearfield, PA 16830
Field	Detail
Entity Name	Summit Industrial Fabrication Co.
Short Name	Summit
Role	Subsidiary Guarantor
Entity Type	Corporation
Jurisdiction of Organization	South Carolina
Principal Office	820 Summit Drive, Spartanburg, SC 29303
Field	Detail
Entity Name	Ridgepoint Specialty Coatings, LLC

Short Name	Ridgepoint
Role	Subsidiary Guarantor
Entity Type	Limited Liability Company
Jurisdiction of Organization	Texas
Principal Office	9100 Westpark Industrial Boulevard, Houston, TX 77063
Field	Detail
Entity Name	Lakeshore Precision Engineering, Inc.
Short Name	Lakeshore
Role	Subsidiary Guarantor
Entity Type	Corporation
Jurisdiction of Organization	Michigan
Principal Office	3200 Lakeshore Boulevard, Muskegon, MI 49441
Tab	Entity Name	Entity Type	Jurisdiction	Filing Office	Formation Document Type	Governing Document Type	SOS Certification Date
1	Nexford Industrial Holdings Inc.	Corporation	Delaware	Delaware Secretary of State	Certificate of Incorporation	Bylaws	March 24, 2025
2	Granite Peak NIH Holdings, LLC	LLC	Delaware	Delaware Secretary of State	Certificate of Formation	LLC Agreement	March 24, 2025
3	Nexford Precision Components, Inc.	Corporation	Delaware	Delaware Secretary of State	Certificate of Incorporation	Bylaws	March 24, 2025
4	Nexford Engineered Systems, LLC	LLC	Delaware	Delaware Secretary of State	Certificate of Formation	LLC Agreement	March 24, 2025
5	Nexford Coatings & Surface Technologies, Inc.	Corporation	Delaware	Delaware Secretary of State	Certificate of Incorporation	Bylaws	March 24, 2025
6	Nexford Manufacturing Services, LLC	LLC	Illinois	Illinois Secretary of State	Articles of Organization	Operating Agreement	March 25, 2025
7	Nexford Properties, LLC	LLC	Delaware	Delaware Secretary of State	Certificate of Formation	LLC Agreement	March 24, 2025
8	Nexford International Holdings, Inc.	Corporation	Delaware	Delaware Secretary of State	Certificate of Incorporation	Bylaws	March 24, 2025
9	Clearfield Tool & Die, Inc.	Corporation	Pennsylvania	Pennsylvania Department of State	Articles of Incorporation	Bylaws	March 21, 2025
10	Summit Industrial Fabrication Co.	Corporation	South Carolina	South Carolina Secretary of State	Articles of Incorporation	Bylaws	March 25, 2025
11	Ridgepoint Specialty Coatings, LLC	LLC	Texas	Texas Secretary of State	Certificate of Formation	Company Agreement	March 24, 2025
12	Lakeshore Precision Engineering, Inc.	Corporation	Michigan	Michigan Department of State	Articles of Incorporation	Bylaws	March 25, 2025

Tab	Document	Description
1A	Certified Certificate of Incorporation	Nexford Industrial Holdings Inc. — Delaware Secretary of State
1B	Certified Bylaws	Nexford Industrial Holdings Inc. — certified by Corporate Secretary
2A	Certified Certificate of Formation	Granite Peak NIH Holdings, LLC — Delaware Secretary of State
2B	Certified LLC Agreement	Granite Peak NIH Holdings, LLC — certified by Authorized Person
3A	Certified Certificate of Incorporation	Nexford Precision Components, Inc. — Delaware Secretary of State
3B	Certified Bylaws	Nexford Precision Components, Inc. — certified by Corporate Secretary
4A	Certified Certificate of Formation	Nexford Engineered Systems, LLC — Delaware Secretary of State
4B	Certified LLC Agreement	Nexford Engineered Systems, LLC — certified by Authorized Person
5A	Certified Certificate of Incorporation	Nexford Coatings & Surface Technologies, Inc. — Delaware Secretary of State
5B	Certified Bylaws	Nexford Coatings & Surface Technologies, Inc. — certified by Corporate Secretary
6A	Certified Articles of Organization	Nexford Manufacturing Services, LLC — Illinois Secretary of State
6B	Certified Operating Agreement	Nexford Manufacturing Services, LLC — certified by Authorized Member/Manager
7A	Certified Certificate of Formation	Nexford Properties, LLC — Delaware Secretary of State
7B	Certified LLC Agreement	Nexford Properties, LLC — certified by Authorized Person
8A	Certified Certificate of Incorporation	Nexford International Holdings, Inc. — Delaware Secretary of State
8B	Certified Bylaws	Nexford International Holdings, Inc. — certified by Corporate Secretary
9A	Certified Articles of Incorporation	Clearfield Tool & Die, Inc. — Pennsylvania Department of State
9B	Certified Bylaws	Clearfield Tool & Die, Inc. — certified by Corporate Secretary
10A	Certified Articles of Incorporation	Summit Industrial Fabrication Co. — South Carolina Secretary of State
10B	Certified Bylaws	Summit Industrial Fabrication Co. — certified by Corporate Secretary
11A	Certified Certificate of Formation	Ridgepoint Specialty Coatings, LLC — Texas Secretary of State
11B	Certified Company Agreement	Ridgepoint Specialty Coatings, LLC — certified by Authorized Person
12A	Certified Articles of Incorporation	Lakeshore Precision Engineering, Inc. — Michigan Department of State
12B	Certified Bylaws	Lakeshore Precision Engineering, Inc. — certified by Corporate Secretary

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
Telephone: (212) 848-6000 Facsimile: (212) 848-6001
COVER MEMORANDUM AND COMPILATION INDEX
Certified Copies of Organizational Documents — All Loan Parties
Matter No. 1005-00001 Billing Code: IBL-NIH-2025-031
CONFIDENTIAL AND PRIVILEGED — This memorandum and the accompanying documents are confidential, subject to the attorney-client privilege, and prepared in connection with the representation of Nexford Industrial Holdings Inc. and its affiliates. Distribution is limited to authorized recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited.
MEMORANDUM
TO: Claudia Merritt, Responsible Partner; Marcus Leung, Lead Associate
FROM: Sophie Tremblay, Working Associate
DATE: March 28, 2025
RE: Certified Copies of Organizational Documents — All Loan Parties — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
1. Purpose and Background
This memorandum accompanies the compilation of certified copies of organizational documents for each Loan Party in connection with the $1,400,000,000 senior secured Term Loan B facility, dated as of March 28, 2025 (the "Closing Date"), among Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), the Guarantors party thereto (collectively with the Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the several banks and other financial institutions or entities from time to time parties thereto as Lenders (the "Lenders"), pursuant to the Credit Agreement dated as of the date hereof (the "Credit Agreement"). Capitalized terms used but not defined in this memorandum have the meanings ascribed to them in the Credit Agreement.
The organizational documents compiled herein have been obtained from the respective Secretaries of State or equivalent filing offices in each applicable jurisdiction of organization and are delivered in satisfaction of the conditions precedent to the initial funding of the Term Loan B facility as set forth in Section 4.01 of the Credit Agreement, including without limitation Section 4.01(a)(iv) thereof, which requires delivery of certified copies of the charter documents, certificates of formation, articles of organization, or equivalent organizational documents for each Loan Party, together with copies of the governing documents (bylaws, operating agreements, or limited liability company agreements, as applicable) of each Loan Party, in each case certified by the applicable corporate secretary or authorized person.
These certified copies are being delivered at the March 28, 2025 closing simultaneously with, and as part of the integrated set of closing deliverables that includes, (i) the Secretary's Certificates and Authorized Person's Certificates for each Loan Party, (ii) Good Standing Certificates (or Certificates of Status, as applicable) for each Loan Party from its jurisdiction of organization and each jurisdiction in which it is qualified to do business, (iii) the duly executed Credit Agreement, (iv) the Guaranty Agreement, (v) the Pledge and Security Agreement, (vi) the Intercompany Note, (vii) UCC-1 Financing Statements for filing in each relevant jurisdiction, (viii) the Solvency Certificate of the Chief Financial Officer of the Borrower, (ix) the Funds Flow Memorandum, and (x) all other deliverables required under Section 4.01 of the Credit Agreement.
The organizational documents assembled in this compilation support, and are relied upon in connection with, the legal opinions to be delivered at closing by (a) Calderwood & Harkness LLP with respect to matters of New York law, including enforceability of the Credit Agreement, the Guaranty Agreement, and the Pledge and Security Agreement, as well as the perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York, (b) Hargrove & Whitmore LLP (Robert Kimura, Esq., lead opinion partner), serving as Illinois local counsel, with respect to Illinois law enforceability, authorization, and UCC perfection matters, and (c) Briarcliff Legal Group PA (Catherine Ellsworth, Esq., lead opinion partner), serving as Delaware local counsel, with respect to the due organization, valid existence, good standing, and corporate or limited liability company authority of each Delaware-organized Loan Party. Each such opinion letter will contain customary reliance language referencing the organizational documents compiled herein, among other documents and certificates.
2. Scope of Compilation
Organizational documents have been obtained and are included in this compilation for the following categories of Loan Parties, comprising a total of thirteen (13) entities organized across six (6) U.S. jurisdictions:
A. The Borrower:
Nexford Industrial Holdings Inc., a Delaware corporation, is the primary borrower under the Credit Agreement and the central operating company of the Nexford group of companies. Nexford is a portfolio company of Granite Peak Capital Partners, LP, held through the Holdings Guarantor described below.
B. The Holdings Guarantor:
Granite Peak NIH Holdings, LLC, a Delaware limited liability company, is the direct parent entity of the Borrower and serves as the Holdings Guarantor under the Credit Agreement. Holdings is owned approximately 92% by Granite Peak Capital Fund IV, LP and approximately 8% by GP Fund IV Co-Invest, LP, each of which is a Delaware limited partnership.
C. The Subsidiary Guarantors (11 entities):
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)
7.  Clearfield Tool & Die, Inc. (Pennsylvania corporation)
8.  Summit Industrial Fabrication Co. (South Carolina corporation)
9.  Ridgepoint Specialty Coatings, LLC (Texas limited liability company)
10.  Lakeshore Precision Engineering, Inc. (Michigan corporation)
The following entities are expressly excluded from the Loan Party group and are accordingly not included in this compilation:
•  Nexford Canada Holdings ULC, a British Columbia unlimited liability company and the first-tier foreign subsidiary of Nexford International Holdings, Inc. As a Foreign Subsidiary (as defined in the Credit Agreement), Nexford Canada Holdings ULC is not required to be a Guarantor and is not a Loan Party. The equity interests in this entity are subject to the limited pledge described below.
•  Nexford Canada Manufacturing, Inc., an Ontario corporation and a subsidiary of Nexford Canada Holdings ULC. As a Foreign Subsidiary, this entity is not required to be a Guarantor and is not a Loan Party.
It should be noted that Nexford International Holdings, Inc. is included as a Subsidiary Guarantor notwithstanding its status as a "CFC Holdco" (i.e., a domestic entity substantially all of the assets of which consist of equity interests in one or more Controlled Foreign Corporations). Consistent with market-standard terms for sponsor-backed leveraged loan transactions, the pledge of the equity interests of the first-tier foreign subsidiary (Nexford Canada Holdings ULC) is limited to sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests, in each case of Nexford Canada Holdings ULC, as set forth in Section 6.01(a)(iii) of the Pledge and Security Agreement.
3. Description of Organizational Documents Obtained
The types of organizational documents obtained and included in this compilation are as follows, organized by entity type:
For each entity organized as a corporation:
(a) A certified copy of the Certificate of Incorporation (or Articles of Incorporation, as applicable in the relevant jurisdiction), including all amendments, restatements, certificates of amendment, certificates of merger, certificates of conversion, and any other documents amending or supplementing the original certificate or articles of incorporation, in each case as on file with the applicable Secretary of State or Department of State (the "Formation Document"). Each such Formation Document has been certified by the applicable Secretary of State or Department of State with an official certification stamp, seal, or letter confirming that the documents attached thereto are true and complete copies of all documents on file with such office with respect to the formation and organizational history of the applicable entity.
(b) A copy of the current Bylaws (as adopted, amended, or amended and restated through the Closing Date) of the applicable entity (the "Governing Document"), certified by the corporate secretary of the entity as being true, correct, and complete and as being in full force and effect as of the Closing Date. The Bylaws are not publicly filed documents and are accordingly not certified by the Secretary of State or Department of State but rather are certified by the applicable corporate secretary as part of and attached to the Secretary's Certificate delivered by the applicable entity at closing.
For each entity organized as a limited liability company:
(a) A certified copy of the Certificate of Formation (or Articles of Organization, as applicable in the relevant jurisdiction), including all amendments, certificates of amendment, and any other documents amending or supplementing the original certificate or articles of formation/organization, in each case as on file with the applicable Secretary of State or Department of State (the "Formation Document"). Each such Formation Document has been certified by the applicable Secretary of State or Department of State in the same manner described above for corporations.
(b) A copy of the current Limited Liability Company Agreement (or Operating Agreement or Company Agreement, as applicable and as such agreement may be designated in the relevant jurisdiction) of the applicable entity (the "Governing Document"), as adopted, amended, or amended and restated through the Closing Date, certified by an authorized member or manager (or other authorized person) of the entity as being true, correct, and complete and as being in full force and effect as of the Closing Date. As with corporate bylaws, limited liability company agreements are not publicly filed documents and are accordingly not certified by the Secretary of State or Department of State but rather are certified by the applicable authorized person as part of and attached to the Secretary's Certificate or Authorized Person's Certificate delivered by the applicable entity at closing.
In all cases, the term "Formation Document" as used in this memorandum refers to the publicly filed organizational document certified by the state filing office, and the term "Governing Document" refers to the internal governance document certified by the entity's corporate secretary or authorized person. Together, the Formation Document and Governing Document for each entity constitute the complete set of "Organizational Documents" for that entity as required under the Credit Agreement.
COMPILATION INDEX CERTIFIED ORGANIZATIONAL DOCUMENTS BY LOAN PARTY
Tab 1 — Nexford Industrial Holdings Inc. (Borrower)
Document 1A: Certified copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, certificates of amendment, and certificates of merger filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the documents attached thereto are true and complete copies of all instruments on file with such office relating to the formation and organizational history of Nexford Industrial Holdings Inc. as of the date of such certification.
Document 1B: Copy of the Bylaws of Nexford Industrial Holdings Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., as attached to and forming part of the Secretary's Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Nexford Industrial Holdings Inc. was originally incorporated in 1987 under the laws of the State of Illinois. In connection with the acquisition of Nexford by Granite Peak Capital Partners, LP in January 2019, the entity was redomiciled and re-incorporated under the laws of the State of Delaware. The organizational history as reflected in the certified Formation Document includes the certificate of conversion and the restated certificate of incorporation filed at that time, as well as any subsequent amendments through the Closing Date. The pre-conversion Illinois articles of incorporation are not included in this compilation, as the Delaware Secretary of State file contains the complete organizational record following the conversion.
Tab 2 — Granite Peak NIH Holdings, LLC (Holdings Guarantor)
Document 2A: Certified copy of the Certificate of Formation of Granite Peak NIH Holdings, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, certificates of amendment, or other documents filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.
Document 2B: Copy of the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Granite Peak NIH Holdings, LLC, as attached to and forming part of the Authorized Person's Certificate of Granite Peak NIH Holdings, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Granite Peak NIH Holdings, LLC is the direct parent of Nexford Industrial Holdings Inc. and serves as the Holdings Guarantor under the Credit Agreement. The membership interests of Holdings are beneficially owned approximately 92% by Granite Peak Capital Fund IV, LP and approximately 8% by GP Fund IV Co-Invest, LP. Holdings was formed in connection with the January 2019 leveraged buyout of Nexford by Granite Peak Capital Partners, LP, and the equity interests of Holdings are not pledged under the Pledge and Security Agreement (the pledge being limited to the equity interests of the Borrower held by Holdings).
Tab 3 — Nexford Precision Components, Inc. (Subsidiary Guarantor)
Document 3A: Certified copy of the Certificate of Incorporation of Nexford Precision Components, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford Precision Components, Inc. as of the date of such certification.
Document 3B: Copy of the Bylaws of Nexford Precision Components, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford Precision Components, Inc., as attached to and forming part of the Secretary's Certificate of Nexford Precision Components, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Tab 4 — Nexford Engineered Systems, LLC (Subsidiary Guarantor)
Document 4A: Certified copy of the Certificate of Formation of Nexford Engineered Systems, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.
Document 4B: Copy of the Limited Liability Company Agreement of Nexford Engineered Systems, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Nexford Engineered Systems, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Engineered Systems, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Tab 5 — Nexford Coatings & Surface Technologies, Inc. (Subsidiary Guarantor)
Document 5A: Certified copy of the Certificate of Incorporation of Nexford Coatings & Surface Technologies, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford Coatings & Surface Technologies, Inc. as of the date of such certification.
Document 5B: Copy of the Bylaws of Nexford Coatings & Surface Technologies, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford Coatings & Surface Technologies, Inc., as attached to and forming part of the Secretary's Certificate of Nexford Coatings & Surface Technologies, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Tab 6 — Nexford Manufacturing Services, LLC (Subsidiary Guarantor)
Document 6A: Certified copy of the Articles of Organization of Nexford Manufacturing Services, LLC, as filed with the Secretary of State of the State of Illinois, Department of Business Services, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Illinois Secretary of State confirms that the document attached thereto is a true and complete copy of the Articles of Organization, as amended, on file with such office as of the date of such certification.
Document 6B: Copy of the Operating Agreement of Nexford Manufacturing Services, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized member or manager of Nexford Manufacturing Services, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Manufacturing Services, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Nexford Manufacturing Services, LLC is the only Illinois-organized limited liability company within the Loan Party group. As such, it is the only entity for which the Formation Document consists of Articles of Organization filed with the Illinois Secretary of State (rather than a Certificate of Formation filed with the Delaware Secretary of State or another state filing office). For UCC perfection purposes, a UCC-1 Financing Statement naming NMS as debtor has been filed with the Illinois Secretary of State, as Illinois is NMS's jurisdiction of organization and the appropriate filing office under Section 9-301 of the Illinois Uniform Commercial Code (810 ILCS 5/9-301). This filing is addressed in the UCC perfection opinion of Hargrove & Whitmore LLP.
Tab 7 — Nexford Properties, LLC (Subsidiary Guarantor)
Document 7A: Certified copy of the Certificate of Formation of Nexford Properties, LLC, as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.
Document 7B: Copy of the Limited Liability Company Agreement of Nexford Properties, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Nexford Properties, LLC, as attached to and forming part of the Authorized Person's Certificate of Nexford Properties, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Nexford Properties, LLC is the real property holding entity for certain owned real properties of the Nexford group of companies. NP LLC holds fee title to the manufacturing and office facilities located in Schaumburg, Illinois; Rockford, Illinois; and Greenville, South Carolina. The Mortgages, Deeds of Trust, and related real property collateral documents encumbering such properties in favor of the Administrative Agent and the Collateral Agent are being delivered under separate cover as part of the real property closing deliverables.
Tab 8 — Nexford International Holdings, Inc. (Subsidiary Guarantor — CFC Holdco)
Document 8A: Certified copy of the Certificate of Incorporation of Nexford International Holdings, Inc., as filed with the Secretary of State of the State of Delaware, Division of Corporations, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Delaware Secretary of State confirms that the document attached thereto is a true and complete copy of all instruments on file with such office relating to the formation of Nexford International Holdings, Inc. as of the date of such certification.
Document 8B: Copy of the Bylaws of Nexford International Holdings, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Nexford International Holdings, Inc., as attached to and forming part of the Secretary's Certificate of Nexford International Holdings, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Nexford International Holdings, Inc. is a CFC Holdco, meaning a domestic entity the principal assets of which consist of the equity interests of one or more Controlled Foreign Corporations within the meaning of Section 957 of the Internal Revenue Code. NIH Intl is the direct parent of Nexford Canada Holdings ULC, a British Columbia unlimited liability company. Consistent with Section 6.01(a)(iii) of the Pledge and Security Agreement, the pledge of equity interests of Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests thereof, in order to avoid the adverse U.S. federal income tax consequences that could result from a deemed repatriation of earnings of the applicable Controlled Foreign Corporations under Subpart F of the Internal Revenue Code.
Tab 9 — Clearfield Tool & Die, Inc. (Subsidiary Guarantor)
Document 9A: Certified copy of the Articles of Incorporation of Clearfield Tool & Die, Inc., as filed with the Department of State of the Commonwealth of Pennsylvania, Bureau of Corporations and Charitable Organizations, including any and all amendments, restatements, articles of amendment, and supplementary articles filed with such office through and including the Closing Date. The certification from the Pennsylvania Department of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.
Document 9B: Copy of the Bylaws of Clearfield Tool & Die, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Clearfield Tool & Die, Inc., as attached to and forming part of the Secretary's Certificate of Clearfield Tool & Die, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Clearfield Tool & Die, Inc. was acquired by the Nexford group in 2021 as part of the company's add-on acquisition strategy. Clearfield remains organized under the laws of the Commonwealth of Pennsylvania and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Clearfield as debtor has been filed with the Pennsylvania Department of State, as Pennsylvania is Clearfield's jurisdiction of organization and the appropriate filing office under Section 9301 of the Pennsylvania Uniform Commercial Code (13 Pa.C.S. Section 9301).
Tab 10 — Summit Industrial Fabrication Co. (Subsidiary Guarantor)
Document 10A: Certified copy of the Articles of Incorporation of Summit Industrial Fabrication Co., as filed with the Secretary of State of the State of South Carolina, including any and all amendments, restatements, articles of amendment, and articles of merger filed with such office through and including the Closing Date. The certification from the South Carolina Secretary of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.
Document 10B: Copy of the Bylaws of Summit Industrial Fabrication Co., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Summit Industrial Fabrication Co., as attached to and forming part of the Secretary's Certificate of Summit Industrial Fabrication Co. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Summit Industrial Fabrication Co. was acquired by the Nexford group in 2022 as a platform add-on. Summit remains organized under the laws of the State of South Carolina and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Summit as debtor has been filed with the South Carolina Secretary of State, as South Carolina is Summit's jurisdiction of organization and the appropriate filing office under Section 36-9-301 of the South Carolina Uniform Commercial Code.
Tab 11 — Ridgepoint Specialty Coatings, LLC (Subsidiary Guarantor)
Document 11A: Certified copy of the Certificate of Formation of Ridgepoint Specialty Coatings, LLC, as filed with the Secretary of State of the State of Texas, Corporations Section, including any and all amendments and certificates of amendment filed with such office through and including the Closing Date. The certification from the Texas Secretary of State confirms that the document attached thereto is a true and complete copy of the Certificate of Formation, as amended, on file with such office as of the date of such certification.
Document 11B: Copy of the Company Agreement of Ridgepoint Specialty Coatings, LLC, as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by an authorized person of Ridgepoint Specialty Coatings, LLC, as attached to and forming part of the Authorized Person's Certificate of Ridgepoint Specialty Coatings, LLC dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Ridgepoint Specialty Coatings, LLC was acquired by the Nexford group in 2023 and operates from a shared facility with Nexford Coatings & Surface Technologies, Inc. at the Westpark Industrial Boulevard campus in Houston, Texas. Ridgepoint remains organized under the laws of the State of Texas and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Ridgepoint as debtor has been filed with the Texas Secretary of State, as Texas is Ridgepoint's jurisdiction of organization and the appropriate filing office under Section 9.301 of the Texas Business and Commerce Code.
Tab 12 — Lakeshore Precision Engineering, Inc. (Subsidiary Guarantor)
Document 12A: Certified copy of the Articles of Incorporation of Lakeshore Precision Engineering, Inc., as filed with the Department of State of the State of Michigan, Bureau of Commercial Services, Corporations Division, including any and all amendments, restatements, and certificates of amendment filed with such office through and including the Closing Date. The certification from the Michigan Department of State confirms that the document attached thereto is a true and complete copy of the Articles of Incorporation, as amended, on file with such office as of the date of such certification.
Document 12B: Copy of the Bylaws of Lakeshore Precision Engineering, Inc., as currently adopted, amended, and in full force and effect as of the Closing Date, certified as true, correct, and complete by the corporate secretary of Lakeshore Precision Engineering, Inc., as attached to and forming part of the Secretary's Certificate of Lakeshore Precision Engineering, Inc. dated March 28, 2025, delivered at closing pursuant to Section 4.01(a)(iv) of the Credit Agreement.
Note: Lakeshore Precision Engineering, Inc. is the most recently acquired subsidiary in the Nexford group, having been acquired in 2024. Lakeshore remains organized under the laws of the State of Michigan and has not been converted or redomiciled to Delaware. For UCC perfection purposes, a UCC-1 Financing Statement naming Lakeshore as debtor has been filed with the Michigan Department of State, as Michigan is Lakeshore's jurisdiction of organization and the appropriate filing office under Section 440.9301 of the Michigan Uniform Commercial Code.
SUMMARY TABLE — ORGANIZATIONAL DOCUMENTS COMPILATION
All certified copies from the applicable Secretaries of State and Departments of State are dated within the required timeframe specified in the Credit Agreement, which requires that such certifications be dated not earlier than five (5) business days prior to the Closing Date (i.e., on or after March 21, 2025). As reflected in the table above, all certifications are dated between March 21, 2025 and March 25, 2025, inclusive, which is within the requisite five-business-day window preceding the March 28, 2025 Closing Date.
NOTES AND OBSERVATIONS
A. Filing Jurisdiction Matters
The thirteen (13) Loan Parties comprising the Borrower, the Holdings Guarantor, and the eleven (11) Subsidiary Guarantors are organized across six (6) U.S. jurisdictions. The distribution of Loan Parties by jurisdiction of organization is as follows:
(a) Delaware — Eight (8) Loan Parties are organized under the laws of the State of Delaware, with Formation Documents filed with the Delaware Secretary of State, Division of Corporations: Nexford Industrial Holdings Inc. (Tab 1), Granite Peak NIH Holdings, LLC (Tab 2), Nexford Precision Components, Inc. (Tab 3), Nexford Engineered Systems, LLC (Tab 4), Nexford Coatings & Surface Technologies, Inc. (Tab 5), Nexford Properties, LLC (Tab 7), and Nexford International Holdings, Inc. (Tab 8). Delaware is the predominant organizational jurisdiction, which is typical for a sponsor-backed leveraged transaction of this nature.
(b) Illinois — One (1) Loan Party is organized under the laws of the State of Illinois, with the Formation Document filed with the Illinois Secretary of State: Nexford Manufacturing Services, LLC (Tab 6).
(c) Pennsylvania — One (1) Loan Party is organized under the laws of the Commonwealth of Pennsylvania, with the Formation Document filed with the Pennsylvania Department of State: Clearfield Tool & Die, Inc. (Tab 9).
(d) South Carolina — One (1) Loan Party is organized under the laws of the State of South Carolina, with the Formation Document filed with the South Carolina Secretary of State: Summit Industrial Fabrication Co. (Tab 10).
(e) Texas — One (1) Loan Party is organized under the laws of the State of Texas, with the Formation Document filed with the Texas Secretary of State: Ridgepoint Specialty Coatings, LLC (Tab 11).
(f) Michigan — One (1) Loan Party is organized under the laws of the State of Michigan, with the Formation Document filed with the Michigan Department of State: Lakeshore Precision Engineering, Inc. (Tab 12).
In total, the compilation encompasses thirteen (13) Loan Parties indexed across twelve (12) tabs. The tab count of twelve (12) reflects the fact that Nexford Manufacturing Services, LLC is counted among the eleven (11) Subsidiary Guarantors and is assigned its own tab (Tab 6), consistent with the overall numbering convention.
B. Excluded Entities
The following entities have been expressly excluded from this compilation and are not Loan Parties under the Credit Agreement:
(a) Nexford Canada Holdings ULC, a British Columbia unlimited liability company. This entity is a Foreign Subsidiary as defined in the Credit Agreement and is not required to provide a guaranty or be a Loan Party. The equity interests of this entity are subject to the limited pledge described at Tab 8 above.
(b) Nexford Canada Manufacturing, Inc., an Ontario corporation and a wholly-owned subsidiary of Nexford Canada Holdings ULC. This entity is a Foreign Subsidiary and is not required to provide a guaranty or be a Loan Party.
(c) Granite Peak Capital Fund IV, LP, a Delaware limited partnership and the indirect majority owner of the Borrower through Holdings. This entity is the Sponsor (as defined in the Credit Agreement) and is not a Loan Party.
(d) GP Fund IV Co-Invest, LP, a Delaware limited partnership and a minority indirect owner of the Borrower through Holdings. This entity is not a Loan Party.
(e) Granite Peak Capital GP IV, LLC, a Delaware limited liability company and the general partner of Granite Peak Capital Fund IV, LP. This entity is not a Loan Party.
No organizational documents for any of the foregoing excluded entities have been obtained or are included in this compilation. Should organizational documents for any such entity be required for any purpose in connection with this transaction, separate requests will need to be coordinated with the applicable jurisdictions and, in the case of the Canadian entities, with Canadian counsel.
C. Cross-References to Other Closing Deliverables
The certified organizational documents compiled herein form part of an integrated set of closing deliverables required under Section 4.01 of the Credit Agreement. For ease of reference, the related closing deliverables are cross-referenced below:
(a) Good Standing Certificates (or Certificates of Status, as applicable) for all Loan Parties, from each Loan Party's jurisdiction of organization and from each jurisdiction in which such Loan Party is qualified to do business as a foreign entity, have been obtained and are delivered under separate cover as part of the Good Standing Certificates compilation.
(b) Secretary's Certificates / Authorized Person's Certificates for all Loan Parties, each including (i) a certificate of the secretary, assistant secretary, or authorized person of the applicable Loan Party certifying as to the incumbency and specimen signatures of the officers or authorized persons executing the Credit Agreement and the other Loan Documents, (ii) copies of the resolutions (board resolutions, member/manager resolutions, or written consents, as applicable) authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents, (iii) copies of the Organizational Documents (Bylaws, Operating Agreements, or LLC Agreements) certified by such secretary or authorized person, and (iv) copies of the certified Formation Documents (Certificates of Incorporation, Certificates of Formation, or Articles of Organization/Incorporation, as applicable), are delivered under separate cover as part of the Secretary's Certificates compilation.
(c) Board / Manager / Member Resolutions for all Loan Parties authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents are attached to and form part of the respective Secretary's Certificates or Authorized Person's Certificates referenced in clause (b) above.
(d) Incumbency Certificates confirming the names, titles, and specimen signatures of officers or authorized persons of each Loan Party authorized to execute the Loan Documents are included within the respective Secretary's Certificates or Authorized Person's Certificates.
The organizational documents compiled herein are relied upon in the following legal opinions being delivered at closing:
(i) The legal opinion of Calderwood & Harkness LLP with respect to matters of New York law, including the enforceability of the Credit Agreement, the Guaranty Agreement, the Pledge and Security Agreement, and the other Loan Documents governed by New York law, as well as the creation and perfection of security interests under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York.
(ii) The legal opinion of Hargrove & Whitmore LLP (Robert Kimura, Esq.) with respect to matters of Illinois law, including the enforceability of the Loan Documents under Illinois law, the due authorization of the Illinois-organized Loan Party (Nexford Manufacturing Services, LLC), and the perfection of security interests under Article 9 of the Illinois Uniform Commercial Code.
(iii) The legal opinion of Briarcliff Legal Group PA (Catherine Ellsworth, Esq.) with respect to Delaware entity opinions covering the due organization, valid existence, good standing, and corporate or limited liability company authority of each Delaware-organized Loan Party to execute, deliver, and perform its obligations under the Loan Documents.
D. Document Handling Instructions
The following instructions apply to the handling and distribution of the certified organizational documents compiled herein:
(a) All original certified copies obtained from the applicable Secretaries of State and Departments of State are to be maintained in the master closing binder for the transaction, which will be assembled by Calderwood & Harkness LLP and maintained in its document management system under Matter No. 1005-00001. The original certified copies should be placed behind the corresponding tabs in the closing binder.
(b) Complete copies of all certified organizational documents have been provided to Whitfield & Gage LLP (Margaret Ashby, Esq. / Jonathan Ferris, Esq.) on behalf of Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the Pledge and Security Agreement, respectively.
(c) Complete copies of the certified organizational documents for all Delaware-organized Loan Parties (Tabs 1, 2, 3, 4, 5, 7, and 8) have been provided to Briarcliff Legal Group PA (Catherine Ellsworth, Esq.) for reliance in connection with the preparation and delivery of the Delaware entity opinions.
(d) Complete copies of the certified organizational documents for Nexford Manufacturing Services, LLC (Tab 6) have been provided to Hargrove & Whitmore LLP (Robert Kimura, Esq.) for reliance in connection with the preparation and delivery of the Illinois law opinion.
SIGNATURE / PREPARER BLOCK
Prepared by:
________________________________________
Sophie Tremblay Working Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Date: March 28, 2025
Reviewed by:
________________________________________
Marcus Leung Lead Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Date: March 28, 2025
Matter No.: 1005-00001 Billing Code: IBL-NIH-2025-031
ENCLOSURES
The following certified organizational documents are enclosed behind Tabs 1 through 12 as described in the compilation index set forth in this memorandum:
Total Documents Enclosed: 24 items (12 Formation Documents + 12 Governing Documents)
CONFIDENTIAL AND PRIVILEGED — CALDERWOOD & HARKNESS LLP — Matter No. 1005-00001
Field | Detail
Entity Name | Nexford Industrial Holdings Inc.
Role | Borrower
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Secretary of State File Number | 5765432
Registered Agent | Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Employer Identification Number (EIN) | 36-4178552
Principal Office / Headquarters | 1400 Industrial Parkway, Schaumburg, IL 60173
Field | Detail
Entity Name | Granite Peak NIH Holdings, LLC
Role | Holdings Guarantor
Entity Type | Limited Liability Company
Jurisdiction of Organization | Delaware
Secretary of State File Number | 7234891
Registered Agent | Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Employer Identification Number (EIN) | 85-3291047
Field | Detail
Entity Name | Nexford Precision Components, Inc.
Short Name | NPC
Role | Subsidiary Guarantor
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Principal Office | 2750 Commerce Drive, Rockford, IL 61101
Field | Detail
Entity Name | Nexford Engineered Systems, LLC
Short Name | NES
Role | Subsidiary Guarantor
Entity Type | Limited Liability Company
Jurisdiction of Organization | Delaware
Principal Office | 600 Manufacturers Row, Greenville, SC 29607
Field | Detail
Entity Name | Nexford Coatings & Surface Technologies, Inc.
Short Name | NCST
Role | Subsidiary Guarantor
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Principal Office | 9100 Westpark Industrial Boulevard, Houston, TX 77063
Field | Detail
Entity Name | Nexford Manufacturing Services, LLC
Short Name | NMS
Role | Subsidiary Guarantor
Entity Type | Limited Liability Company
Jurisdiction of Organization | Illinois
Principal Office | 1400 Industrial Parkway, Schaumburg, IL 60173
Field | Detail
Entity Name | Nexford Properties, LLC
Short Name | NP LLC
Role | Subsidiary Guarantor
Entity Type | Limited Liability Company
Jurisdiction of Organization | Delaware
Registered Agent | Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Field | Detail
Entity Name | Nexford International Holdings, Inc.
Short Name | NIH Intl
Role | Subsidiary Guarantor (CFC Holdco)
Entity Type | Corporation
Jurisdiction of Organization | Delaware
Registered Agent | Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Field | Detail
Entity Name | Clearfield Tool & Die, Inc.
Short Name | Clearfield
Role | Subsidiary Guarantor
Entity Type | Corporation
Jurisdiction of Organization | Pennsylvania
Principal Office | 175 Clearfield Avenue, Clearfield, PA 16830
Field | Detail
Entity Name | Summit Industrial Fabrication Co.
Short Name | Summit
Role | Subsidiary Guarantor
Entity Type | Corporation
Jurisdiction of Organization | South Carolina
Principal Office | 820 Summit Drive, Spartanburg, SC 29303
Field | Detail
Entity Name | Ridgepoint Specialty Coatings, LLC
Short Name | Ridgepoint
Role | Subsidiary Guarantor
Entity Type | Limited Liability Company
Jurisdiction of Organization | Texas
Principal Office | 9100 Westpark Industrial Boulevard, Houston, TX 77063
Field | Detail
Entity Name | Lakeshore Precision Engineering, Inc.
Short Name | Lakeshore
Role | Subsidiary Guarantor
Entity Type | Corporation
Jurisdiction of Organization | Michigan
Principal Office | 3200 Lakeshore Boulevard, Muskegon, MI 49441
Tab | Entity Name | Entity Type | Jurisdiction | Filing Office | Formation Document Type | Governing Document Type | SOS Certification Date
1 | Nexford Industrial Holdings Inc. | Corporation | Delaware | Delaware Secretary of State | Certificate of Incorporation | Bylaws | March 24, 2025
2 | Granite Peak NIH Holdings, LLC | LLC | Delaware | Delaware Secretary of State | Certificate of Formation | LLC Agreement | March 24, 2025
3 | Nexford Precision Components, Inc. | Corporation | Delaware | Delaware Secretary of State | Certificate of Incorporation | Bylaws | March 24, 2025
4 | Nexford Engineered Systems, LLC | LLC | Delaware | Delaware Secretary of State | Certificate of Formation | LLC Agreement | March 24, 2025
5 | Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware | Delaware Secretary of State | Certificate of Incorporation | Bylaws | March 24, 2025
6 | Nexford Manufacturing Services, LLC | LLC | Illinois | Illinois Secretary of State | Articles of Organization | Operating Agreement | March 25, 2025
7 | Nexford Properties, LLC | LLC | Delaware | Delaware Secretary of State | Certificate of Formation | LLC Agreement | March 24, 2025
8 | Nexford International Holdings, Inc. | Corporation | Delaware | Delaware Secretary of State | Certificate of Incorporation | Bylaws | March 24, 2025
9 | Clearfield Tool & Die, Inc. | Corporation | Pennsylvania | Pennsylvania Department of State | Articles of Incorporation | Bylaws | March 21, 2025
10 | Summit Industrial Fabrication Co. | Corporation | South Carolina | South Carolina Secretary of State | Articles of Incorporation | Bylaws | March 25, 2025
11 | Ridgepoint Specialty Coatings, LLC | LLC | Texas | Texas Secretary of State | Certificate of Formation | Company Agreement | March 24, 2025
12 | Lakeshore Precision Engineering, Inc. | Corporation | Michigan | Michigan Department of State | Articles of Incorporation | Bylaws | March 25, 2025
Tab | Document | Description
1A | Certified Certificate of Incorporation | Nexford Industrial Holdings Inc. — Delaware Secretary of State
1B | Certified Bylaws | Nexford Industrial Holdings Inc. — certified by Corporate Secretary
2A | Certified Certificate of Formation | Granite Peak NIH Holdings, LLC — Delaware Secretary of State
2B | Certified LLC Agreement | Granite Peak NIH Holdings, LLC — certified by Authorized Person
3A | Certified Certificate of Incorporation | Nexford Precision Components, Inc. — Delaware Secretary of State
3B | Certified Bylaws | Nexford Precision Components, Inc. — certified by Corporate Secretary
4A | Certified Certificate of Formation | Nexford Engineered Systems, LLC — Delaware Secretary of State
4B | Certified LLC Agreement | Nexford Engineered Systems, LLC — certified by Authorized Person
5A | Certified Certificate of Incorporation | Nexford Coatings & Surface Technologies, Inc. — Delaware Secretary of State
5B | Certified Bylaws | Nexford Coatings & Surface Technologies, Inc. — certified by Corporate Secretary
6A | Certified Articles of Organization | Nexford Manufacturing Services, LLC — Illinois Secretary of State
6B | Certified Operating Agreement | Nexford Manufacturing Services, LLC — certified by Authorized Member/Manager
7A | Certified Certificate of Formation | Nexford Properties, LLC — Delaware Secretary of State
7B | Certified LLC Agreement | Nexford Properties, LLC — certified by Authorized Person
8A | Certified Certificate of Incorporation | Nexford International Holdings, Inc. — Delaware Secretary of State
8B | Certified Bylaws | Nexford International Holdings, Inc. — certified by Corporate Secretary
9A | Certified Articles of Incorporation | Clearfield Tool & Die, Inc. — Pennsylvania Department of State
9B | Certified Bylaws | Clearfield Tool & Die, Inc. — certified by Corporate Secretary
10A | Certified Articles of Incorporation | Summit Industrial Fabrication Co. — South Carolina Secretary of State
10B | Certified Bylaws | Summit Industrial Fabrication Co. — certified by Corporate Secretary
11A | Certified Certificate of Formation | Ridgepoint Specialty Coatings, LLC — Texas Secretary of State
11B | Certified Company Agreement | Ridgepoint Specialty Coatings, LLC — certified by Authorized Person
12A | Certified Articles of Incorporation | Lakeshore Precision Engineering, Inc. — Michigan Department of State
12B | Certified Bylaws | Lakeshore Precision Engineering, Inc. — certified by Corporate Secretary

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

COVER MEMORANDUM AND COMPILATION INDEX

MEMORANDUM

COMPILATION INDEX CERTIFIED ORGANIZATIONAL DOCUMENTS BY LOAN PARTY

NOTES AND OBSERVATIONS

SIGNATURE / PREPARER BLOCK

ENCLOSURES

Record

Parties

Dates

Amounts