1005-00001 · Nexford Industrial Holdings · Closing

member-resolutions-holdings.docx DOCUMENT Finance & Banking

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WRITTEN CONSENT OF THE MANAGING MEMBER

GRANITE PEAK NIH HOLDINGS, LLC

IN LIEU OF A MEETING

Effective as of January 13, 2025

The undersigned, Granite Peak Capital Fund IV, LP, a Delaware limited partnership ("Fund IV"), being the managing member of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings" or the "Company"), acting pursuant to the authority granted under the Limited Liability Company Agreement of Holdings (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement") and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"), hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date first written above. These resolutions shall have the same force and effect as if adopted at a duly called and held meeting of the managing member of Holdings, and the undersigned managing member hereby waives any and all notice requirements related thereto.

RECITALS

WHEREAS:

A. Holdings is a Delaware limited liability company formed under the Act, with its registered office located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 85-3291047; Delaware Secretary of State File Number: 7234891). Holdings is the direct parent and sole equity holder of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower") (EIN: 36-4178552; Delaware Secretary of State File Number: 5765432), and Holdings owns 100% of the issued and outstanding equity interests of Nexford, consisting of all issued and outstanding shares of common stock of Nexford, free and clear of all liens and encumbrances except as may arise under the Transaction Documents (as defined herein) and the existing credit facilities described below.

B. The equity ownership interests in Holdings are held as follows: (i) ninety-two percent (92%) by Granite Peak Capital Fund IV, LP, a Delaware limited partnership ("Fund IV"), and (ii) eight percent (8%) by GP Fund IV Co-Invest, LP, a Delaware limited partnership (the "Co-Invest Vehicle" and, together with Fund IV, the "Members"). Fund IV is managed by its general partner, Granite Peak Capital GP IV, LLC, a Delaware limited liability company ("GP IV"). Both Fund IV and the Co-Invest Vehicle are affiliated with Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"), a middle-market private equity firm headquartered at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Fund IV serves as the managing member of Holdings pursuant to the terms of the LLC Agreement.

C. Nexford proposes to enter into a Credit Agreement (the "Credit Agreement") with Crescent Harbor Bank, N.A., a national banking association headquartered at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc. as joint lead arrangers and joint bookrunners (the "Joint Lead Arrangers"), and the various financial institutions and other lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement will provide for a senior secured term loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B"). The Term Loan B will bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus a margin of four hundred (400) basis points, subject to a Term SOFR floor of seventy-five (75) basis points (0.75%). The Term Loan B will mature on the date that is seven (7) years from the closing date of the Credit Agreement, and will be subject to quarterly amortization payments in an amount equal to one percent (1.00%) per annum of the original principal amount of the Term Loan B, payable in equal quarterly installments of Three Million Five Hundred Thousand Dollars ($3,500,000) per quarter, with the balance due and payable at maturity.

D. The proceeds of the Term Loan B will be applied as follows:

(i) to refinance in full all outstanding obligations under the existing first lien credit facilities of Nexford, consisting of (x) the $875,000,000 first lien term loan and (y) the $190,000,000 revolving credit facility (which revolving credit facility is currently undrawn), each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto under that certain Credit Agreement, dated as of June 14, 2019, by and among Nexford, Holdings, the subsidiary guarantors from time to time party thereto, Atlas Meridian Bank, N.A. as administrative agent and collateral agent, and the lenders from time to time party thereto, as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024 (as so amended, the "Existing Credit Agreement"), including payment of the estimated payoff amount of approximately Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000), inclusive of accrued and unpaid interest, fees, and other amounts owing thereunder through the anticipated closing date, and to obtain the termination and release of all liens, guarantees, and other credit support granted in connection therewith;

(ii) to fund a dividend distribution of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) to Holdings and, through Holdings, to its equity holders, Fund IV and the Co-Invest Vehicle, in accordance with their respective equity interests (the "Dividend Recapitalization");

(iii) to pay transaction fees and expenses incurred in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents, in an aggregate amount of approximately Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), including, without limitation, arrangement fees, agency fees, commitment fees, legal fees and expenses of counsel to the Sponsor, legal fees and expenses of counsel to the Administrative Agent, accounting and advisory fees, and other customary closing costs; and

(iv) to retain the remaining balance of approximately One Hundred Forty-Seven Million Dollars ($147,000,000) as unrestricted cash on the balance sheet of Nexford for general corporate purposes and working capital.

E. In connection with the Credit Agreement and the transactions contemplated thereby, Holdings is required to:

(a) guarantee, jointly and severally with the other guarantors party thereto, all obligations of Nexford and the other Loan Parties (as defined in the Credit Agreement) under the Credit Agreement and the related Loan Documents (as defined therein), including all principal, interest, fees, expenses, indemnification obligations, and other amounts from time to time owing thereunder (the "Guarantee");

(b) pledge one hundred percent (100%) of its equity interests in Nexford, including all certificates, if any, representing such interests, together with undated stock powers or equivalent transfer instruments executed in blank, and all rights, privileges, and preferences related thereto, to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), as security for all obligations under the Credit Agreement and the related Loan Documents (the "Holdings Pledge"); and

(c) execute and deliver such other documents, instruments, agreements, certificates, and filings as may be reasonably required by the Administrative Agent or the Collateral Agent in connection with the foregoing, including, without limitation, organizational documents, incumbency certificates, good standing certificates, legal opinions, UCC financing statements, and closing certificates.

The managing member has been presented with, and has reviewed, the material terms of the proposed Credit Agreement and the related Transaction Documents, and has determined that the entry by Holdings into the Guarantee, the Holdings Pledge, and the other Transaction Documents to which Holdings is or will be a party is in the best interests of Holdings and its Members, taking into account, among other things, the benefit to be derived by Holdings and its Members from the Dividend Recapitalization, the refinancing of existing indebtedness on more favorable terms, and the improved capital structure of Nexford resulting from the transactions described herein.

F. In connection with the foregoing, the following documents and agreements (collectively, the "Transaction Documents") are being or will be executed and delivered on or about the closing date:

(i) the Credit Agreement, among Nexford as Borrower, Holdings, the other guarantors party thereto, Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders from time to time party thereto;

(ii) the Guarantee Agreement (the "Guarantee Agreement"), among Holdings, the subsidiary guarantors from time to time party thereto, and Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties;

(iii) the Holdings Pledge Agreement (the "Holdings Pledge Agreement"), pursuant to which Holdings will pledge one hundred percent (100%) of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties;

(iv) the Security Agreement (the "Security Agreement"), among Holdings, Nexford, the subsidiary guarantors from time to time party thereto, and Crescent Harbor Bank, N.A. as Collateral Agent, granting a first-priority security interest in substantially all personal property of the grantors thereunder, including accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, and all proceeds and products thereof;

(v) the Intercreditor Agreement (First Lien / Unsecured) (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company, a national banking association, as trustee (the "Unsecured Notes Trustee") for the holders of the Two Hundred Fifty Million Dollars ($250,000,000) in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford (the "Unsecured Notes"), and Nexford, establishing the relative rights and priorities of the First Lien Secured Parties and the holders of the Unsecured Notes;

(vi) any and all UCC-1 Financing Statements to be filed with the Delaware Secretary of State and any other applicable filing office, naming Holdings as debtor and Crescent Harbor Bank, N.A. as secured party, and any amendments, continuations, assignments, or termination statements related thereto, in each case as may be necessary or desirable to perfect the security interests granted under the Transaction Documents; and

(vii) such other documents, certificates, instruments, agreements, and filings as may be necessary, appropriate, or desirable in connection with the foregoing transactions, including, without limitation, payoff letters, lien release documentation, officers' certificates, closing certificates, solvency certificates, legal opinions, and evidence of insurance.

NOW, THEREFORE, the undersigned managing member of Holdings, having considered the foregoing and all other matters deemed relevant, hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1 — Approval of the Term Loan B Transaction

RESOLVED, that the managing member of Holdings hereby approves, ratifies, and confirms Nexford's entry into the Credit Agreement providing for the senior secured Term Loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) with Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders from time to time party thereto, and the consummation of all transactions contemplated thereby, including, without limitation, (i) the refinancing in full of all outstanding obligations under the Existing Credit Agreement held by Atlas Meridian Bank, N.A. as administrative agent, (ii) the Dividend Recapitalization of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) to Holdings and, through Holdings, to its equity holders, (iii) the payment of transaction fees and expenses of approximately Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), and (iv) the retention of approximately One Hundred Forty-Seven Million Dollars ($147,000,000) as unrestricted cash on the balance sheet of Nexford; and be it further

Resolution 2 — Authorization of the Guarantee

RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Guarantee Agreement, pursuant to which Holdings will guarantee, jointly and severally with the other guarantors party thereto, all obligations of Nexford and the other Loan Parties under the Credit Agreement and the related Loan Documents, including all principal, interest, fees, expenses, indemnification obligations, and other amounts from time to time owing thereunder, on the terms and conditions substantially as described to the managing member and as set forth in the form of Guarantee Agreement reviewed in connection herewith, and that any authorized officer, manager, or authorized person of Holdings (each, an "Authorized Person") is hereby authorized and directed to execute and deliver the Guarantee Agreement on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further

Resolution 3 — Authorization of the Holdings Pledge Agreement

RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Holdings Pledge Agreement, pursuant to which Holdings will pledge, assign, hypothecate, and grant a continuing first-priority security interest in one hundred percent (100%) of its equity interests in Nexford Industrial Holdings Inc. (including, without limitation, all shares of capital stock or other equity interests, all certificates, if any, representing such interests, all undated stock powers or equivalent transfer instruments executed in blank, all distributions, dividends, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, powers, and preferences appurtenant thereto) to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, as security for the payment and performance of all obligations of the Loan Parties under the Credit Agreement and the related Loan Documents, and that any Authorized Person is hereby authorized and directed to execute and deliver the Holdings Pledge Agreement on behalf of Holdings, together with any stock certificates, stock powers, or equivalent transfer instruments, and any other documents or instruments required in connection therewith, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further

Resolution 4 — Authorization of the Security Agreement

RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Security Agreement, pursuant to which Holdings will grant a first-priority security interest in and lien upon substantially all of its personal property (whether now owned or hereafter acquired), including, without limitation, all accounts, accounts receivable, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, investment property, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods, instruments, intellectual property (including patents, trademarks, copyrights, trade secrets, and licenses related thereto), inventory, letter-of-credit rights, money, commercial tort claims, and all products, proceeds, accessions, rents, profits, and supporting obligations related to any of the foregoing, to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, on the terms and conditions set forth in the Security Agreement, and that any Authorized Person is hereby authorized and directed to execute and deliver the Security Agreement on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further

Resolution 5 — Authorization of the Intercreditor Agreement

RESOLVED, that Holdings is hereby authorized, empowered, and directed to acknowledge, consent to, and, to the extent Holdings is a party thereto or its consent or acknowledgment is required, execute and deliver the Intercreditor Agreement (First Lien / Unsecured), among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company as Unsecured Notes Trustee for the holders of the Two Hundred Fifty Million Dollars ($250,000,000) in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford, and Nexford, establishing the relative priorities, rights, and remedies of the First Lien Secured Parties and the holders of the Unsecured Notes with respect to the collateral and the obligations secured thereby, and that any Authorized Person is hereby authorized and directed to execute and deliver the Intercreditor Agreement (or any consent, acknowledgment, or joinder related thereto) on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further

Resolution 6 — Authorization of UCC Financing Statements and Lien Filings

RESOLVED, that the Authorized Persons of Holdings are hereby authorized, empowered, and directed to execute, or authorize the filing of, one or more UCC-1 Financing Statements with the Delaware Secretary of State (referencing Holdings' Delaware Secretary of State File Number: 7234891) and any other applicable filing office, naming Holdings as debtor and Crescent Harbor Bank, N.A. as secured party, describing the collateral as set forth in the Security Agreement, the Holdings Pledge Agreement, and/or the other Transaction Documents, as applicable, and to execute, or authorize the filing of, any and all UCC amendments (including UCC-3 Financing Statement Amendments), UCC continuations, UCC assignments, and any other filings, recordings, or registrations as may be necessary, appropriate, or desirable to perfect, maintain, continue, or release the security interests and liens granted under the Transaction Documents, including, without limitation, filings with the United States Patent and Trademark Office, the United States Copyright Office, and any state or local filing office; and be it further

Resolution 7 — Authorization of Dividend Receipt and Distribution

RESOLVED, that Holdings is hereby authorized, empowered, and directed to receive the Dividend Recapitalization distribution of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) from Nexford in connection with the consummation of the transactions contemplated by the Credit Agreement, and to distribute such amount (or such other amount as is actually received by Holdings, net of any applicable taxes, withholdings, reserves, or deductions required by applicable law or the LLC Agreement) to its Members, Fund IV and the Co-Invest Vehicle, in accordance with the terms and provisions of the LLC Agreement and their respective percentage interests in Holdings (being ninety-two percent (92%) to Fund IV and eight percent (8%) to the Co-Invest Vehicle), and that any Authorized Person is hereby authorized and directed to take such actions and execute such documents, instruments, or directions as may be necessary or desirable to effectuate such receipt and distribution, including, without limitation, wire transfer instructions, distribution notices, and tax reporting documentation; and be it further

Resolution 8 — Authorization of Closing Certificates and Deliverables

RESOLVED, that the Authorized Persons of Holdings are hereby authorized, empowered, and directed to execute and deliver, on behalf of Holdings, in connection with the closing of the transactions contemplated by the Credit Agreement and the other Transaction Documents, each of the following:

(a) the Secretary's Certificate or Authorized Person's Certificate of Holdings, certifying as to (I) the incumbency and specimen signatures of the Authorized Persons of Holdings, (II) the due adoption and continuing effectiveness of these resolutions, and (III) the authenticity and completeness of the organizational documents of Holdings, including the Certificate of Formation of Holdings as filed with the Delaware Secretary of State and the LLC Agreement (including all amendments, restatements, and supplements thereto);

(b) such closing certificates, officer's certificates, compliance certificates, solvency certificates, and bring-down certificates as may be required or requested under the Credit Agreement, the Commitment Letter, the Engagement Letter, or any other Transaction Document;

(c) good standing certificates, certificates of existence, and/or certified copies of the Certificate of Formation and any amendments thereto, in each case to be obtained from the Delaware Secretary of State and/or any other applicable governmental authority;

(d) a duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or such other tax documentation as may be required under the Credit Agreement or applicable law, including any FATCA-related documentation; and

(e) any and all other documents, instruments, certificates, agreements, and writings as may be necessary, appropriate, or desirable to consummate the transactions contemplated hereby and by the Transaction Documents, the execution and delivery of any such document by any Authorized Person to be conclusive evidence of the approval thereof by Holdings;

and be it further

Resolution 9 — Designation of Authorized Persons

RESOLVED, that each of the following individuals is hereby designated as an Authorized Person of Holdings for purposes of executing and delivering the Transaction Documents, and any and all related documents, certificates, instruments, agreements, and filings, on behalf of Holdings, in connection with the transactions contemplated by these resolutions:

Each such Authorized Person is authorized and empowered to act individually, and the signature of any one (1) such Authorized Person shall be sufficient to bind Holdings with respect to any document, instrument, certificate, or agreement executed and delivered in connection with the transactions contemplated hereby, without the need for the signature or joinder of any other Authorized Person; and be it further

Resolution 10 — Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any manager, officer, Authorized Person, member, partner, agent, attorney, or representative of Holdings, or of Fund IV or GP IV on behalf of Holdings, in connection with the negotiation, preparation, review, and execution of any documents, instruments, agreements, or arrangements related to the transactions described in these resolutions, including, without limitation, (i) the engagement of Kellner Brandt & Associates LLP as counsel to the Sponsor and Holdings in connection with the transactions contemplated hereby, (ii) the engagement of Stonebridge Advisory Group, LLC as financial advisor to Holdings and the Sponsor in connection with the Dividend Recapitalization and the refinancing, (iii) the negotiation and execution of engagement letters, commitment letters, and fee letters with the Joint Lead Arrangers and the Administrative Agent, and (iv) the negotiation and preparation of drafts of the Credit Agreement and the other Transaction Documents, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of Holdings; and be it further

Resolution 11 — General Authorization and Omnibus Resolution

RESOLVED, that the Authorized Persons of Holdings are hereby authorized and empowered, in the name and on behalf of Holdings, to take any and all such further actions, to negotiate, execute, deliver, file, record, and perform any and all such further documents, instruments, agreements, certificates, filings, notices, directions, consents, waivers, amendments, supplements, restatements, and other writings, and to incur and pay any and all fees, costs, and expenses, as any such Authorized Person may deem necessary, appropriate, advisable, or desirable to carry out fully the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby, including, without limitation, the power and authority to agree to modifications, amendments, supplements, or waivers to or of any of the Transaction Documents, and the execution and delivery of any such document or instrument by any Authorized Person, or the taking of any such action by any Authorized Person, shall be conclusive evidence of such Authorized Person's approval thereof and of Holdings' authorization therefor, without the need for any further action, resolution, consent, or approval of the managing member or the Members.

[Certification Page and Signature Pages Follow]

CERTIFICATION

The undersigned hereby certifies, as of March 28, 2025, as follows:

1. The foregoing Written Consent was duly adopted by the managing member of Granite Peak NIH Holdings, LLC, a Delaware limited liability company, on January 13, 2025, in accordance with the Limited Liability Company Agreement of Holdings and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

2. The resolutions set forth in the foregoing Written Consent have not been amended, modified, supplemented, revoked, or rescinded in any respect since the date of their adoption, and such resolutions remain in full force and effect as of the date hereof.

3. Holdings is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware.

4. The LLC Agreement of Holdings has not been amended, modified, restated, or supplemented since the date of the foregoing Written Consent, except as may be expressly set forth therein or in the resolutions adopted thereby.

5. Each of the Authorized Persons designated in Resolution 9 of the foregoing Written Consent continues to serve in the capacity set forth therein as of the date hereof.

CERTIFIED BY:

By: ________

Name: Derek Calloway

Title: Co-Founder & Managing Partner, Granite Peak Capital Partners, LP, in his capacity as authorized person of Granite Peak Capital GP IV, LLC, the general partner of Granite Peak Capital Fund IV, LP, the managing member of Granite Peak NIH Holdings, LLC

Date: March 28, 2025

SIGNATURE PAGE TO WRITTEN CONSENT

OF THE MANAGING MEMBER OF

GRANITE PEAK NIH HOLDINGS, LLC

IN WITNESS WHEREOF, the undersigned managing member of Granite Peak NIH Holdings, LLC has executed this Written Consent as of January 13, 2025.

GRANITE PEAK CAPITAL FUND IV, LP, as Managing Member of Granite Peak NIH Holdings, LLC

By: Granite Peak Capital GP IV, LLC,

its General Partner

By: ________

Name: Derek Calloway

Title: Co-Founder & Managing Partner of Granite Peak Capital Partners, LP, in his capacity as authorized person of Granite Peak Capital GP IV, LLC

Date: January 13, 2025

[Signature Page to Written Consent of the Managing Member of Granite Peak NIH Holdings, LLC]

Name	Title	Capacity
Derek Calloway	Co-Founder & Managing Partner, Granite Peak Capital Partners, LP	Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings
Vanessa Liu	Co-Founder & Managing Partner, Granite Peak Capital Partners, LP	Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings
Ryan Ostrowski	Principal, Granite Peak Capital Partners, LP	Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings

WRITTEN CONSENT OF THE MANAGING MEMBER
OF
GRANITE PEAK NIH HOLDINGS, LLC
IN LIEU OF A MEETING
Effective as of January 13, 2025
The undersigned, Granite Peak Capital Fund IV, LP, a Delaware limited partnership ("Fund IV"), being the managing member of Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings" or the "Company"), acting pursuant to the authority granted under the Limited Liability Company Agreement of Holdings (as the same may have been amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement") and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "Act"), hereby adopts the following resolutions by written consent in lieu of a meeting, effective as of the date first written above. These resolutions shall have the same force and effect as if adopted at a duly called and held meeting of the managing member of Holdings, and the undersigned managing member hereby waives any and all notice requirements related thereto.
RECITALS
WHEREAS:
A. Holdings is a Delaware limited liability company formed under the Act, with its registered office located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801 (EIN: 85-3291047; Delaware Secretary of State File Number: 7234891). Holdings is the direct parent and sole equity holder of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower") (EIN: 36-4178552; Delaware Secretary of State File Number: 5765432), and Holdings owns 100% of the issued and outstanding equity interests of Nexford, consisting of all issued and outstanding shares of common stock of Nexford, free and clear of all liens and encumbrances except as may arise under the Transaction Documents (as defined herein) and the existing credit facilities described below.
B. The equity ownership interests in Holdings are held as follows: (i) ninety-two percent (92%) by Granite Peak Capital Fund IV, LP, a Delaware limited partnership ("Fund IV"), and (ii) eight percent (8%) by GP Fund IV Co-Invest, LP, a Delaware limited partnership (the "Co-Invest Vehicle" and, together with Fund IV, the "Members"). Fund IV is managed by its general partner, Granite Peak Capital GP IV, LLC, a Delaware limited liability company ("GP IV"). Both Fund IV and the Co-Invest Vehicle are affiliated with Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"), a middle-market private equity firm headquartered at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Fund IV serves as the managing member of Holdings pursuant to the terms of the LLC Agreement.
C. Nexford proposes to enter into a Credit Agreement (the "Credit Agreement") with Crescent Harbor Bank, N.A., a national banking association headquartered at 320 Federal Street, Boston, Massachusetts 02110, in its capacity as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc. as joint lead arrangers and joint bookrunners (the "Joint Lead Arrangers"), and the various financial institutions and other lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement will provide for a senior secured term loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (the "Term Loan B"). The Term Loan B will bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus a margin of four hundred (400) basis points, subject to a Term SOFR floor of seventy-five (75) basis points (0.75%). The Term Loan B will mature on the date that is seven (7) years from the closing date of the Credit Agreement, and will be subject to quarterly amortization payments in an amount equal to one percent (1.00%) per annum of the original principal amount of the Term Loan B, payable in equal quarterly installments of Three Million Five Hundred Thousand Dollars ($3,500,000) per quarter, with the balance due and payable at maturity.
D. The proceeds of the Term Loan B will be applied as follows:
(i) to refinance in full all outstanding obligations under the existing first lien credit facilities of Nexford, consisting of (x) the $875,000,000 first lien term loan and (y) the $190,000,000 revolving credit facility (which revolving credit facility is currently undrawn), each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent and the lenders from time to time party thereto under that certain Credit Agreement, dated as of June 14, 2019, by and among Nexford, Holdings, the subsidiary guarantors from time to time party thereto, Atlas Meridian Bank, N.A. as administrative agent and collateral agent, and the lenders from time to time party thereto, as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024 (as so amended, the "Existing Credit Agreement"), including payment of the estimated payoff amount of approximately Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000), inclusive of accrued and unpaid interest, fees, and other amounts owing thereunder through the anticipated closing date, and to obtain the termination and release of all liens, guarantees, and other credit support granted in connection therewith;
(ii) to fund a dividend distribution of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) to Holdings and, through Holdings, to its equity holders, Fund IV and the Co-Invest Vehicle, in accordance with their respective equity interests (the "Dividend Recapitalization");
(iii) to pay transaction fees and expenses incurred in connection with the transactions contemplated by the Credit Agreement and the other Transaction Documents, in an aggregate amount of approximately Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), including, without limitation, arrangement fees, agency fees, commitment fees, legal fees and expenses of counsel to the Sponsor, legal fees and expenses of counsel to the Administrative Agent, accounting and advisory fees, and other customary closing costs; and
(iv) to retain the remaining balance of approximately One Hundred Forty-Seven Million Dollars ($147,000,000) as unrestricted cash on the balance sheet of Nexford for general corporate purposes and working capital.
E. In connection with the Credit Agreement and the transactions contemplated thereby, Holdings is required to:
(a) guarantee, jointly and severally with the other guarantors party thereto, all obligations of Nexford and the other Loan Parties (as defined in the Credit Agreement) under the Credit Agreement and the related Loan Documents (as defined therein), including all principal, interest, fees, expenses, indemnification obligations, and other amounts from time to time owing thereunder (the "Guarantee");
(b) pledge one hundred percent (100%) of its equity interests in Nexford, including all certificates, if any, representing such interests, together with undated stock powers or equivalent transfer instruments executed in blank, and all rights, privileges, and preferences related thereto, to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Credit Agreement), as security for all obligations under the Credit Agreement and the related Loan Documents (the "Holdings Pledge"); and
(c) execute and deliver such other documents, instruments, agreements, certificates, and filings as may be reasonably required by the Administrative Agent or the Collateral Agent in connection with the foregoing, including, without limitation, organizational documents, incumbency certificates, good standing certificates, legal opinions, UCC financing statements, and closing certificates.
The managing member has been presented with, and has reviewed, the material terms of the proposed Credit Agreement and the related Transaction Documents, and has determined that the entry by Holdings into the Guarantee, the Holdings Pledge, and the other Transaction Documents to which Holdings is or will be a party is in the best interests of Holdings and its Members, taking into account, among other things, the benefit to be derived by Holdings and its Members from the Dividend Recapitalization, the refinancing of existing indebtedness on more favorable terms, and the improved capital structure of Nexford resulting from the transactions described herein.
F. In connection with the foregoing, the following documents and agreements (collectively, the "Transaction Documents") are being or will be executed and delivered on or about the closing date:
(i) the Credit Agreement, among Nexford as Borrower, Holdings, the other guarantors party thereto, Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders from time to time party thereto;
(ii) the Guarantee Agreement (the "Guarantee Agreement"), among Holdings, the subsidiary guarantors from time to time party thereto, and Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties;
(iii) the Holdings Pledge Agreement (the "Holdings Pledge Agreement"), pursuant to which Holdings will pledge one hundred percent (100%) of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties;
(iv) the Security Agreement (the "Security Agreement"), among Holdings, Nexford, the subsidiary guarantors from time to time party thereto, and Crescent Harbor Bank, N.A. as Collateral Agent, granting a first-priority security interest in substantially all personal property of the grantors thereunder, including accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, and all proceeds and products thereof;
(v) the Intercreditor Agreement (First Lien / Unsecured) (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company, a national banking association, as trustee (the "Unsecured Notes Trustee") for the holders of the Two Hundred Fifty Million Dollars ($250,000,000) in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford (the "Unsecured Notes"), and Nexford, establishing the relative rights and priorities of the First Lien Secured Parties and the holders of the Unsecured Notes;
(vi) any and all UCC-1 Financing Statements to be filed with the Delaware Secretary of State and any other applicable filing office, naming Holdings as debtor and Crescent Harbor Bank, N.A. as secured party, and any amendments, continuations, assignments, or termination statements related thereto, in each case as may be necessary or desirable to perfect the security interests granted under the Transaction Documents; and
(vii) such other documents, certificates, instruments, agreements, and filings as may be necessary, appropriate, or desirable in connection with the foregoing transactions, including, without limitation, payoff letters, lien release documentation, officers' certificates, closing certificates, solvency certificates, legal opinions, and evidence of insurance.
NOW, THEREFORE, the undersigned managing member of Holdings, having considered the foregoing and all other matters deemed relevant, hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1 — Approval of the Term Loan B Transaction
RESOLVED, that the managing member of Holdings hereby approves, ratifies, and confirms Nexford's entry into the Credit Agreement providing for the senior secured Term Loan B facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) with Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers, and the Lenders from time to time party thereto, and the consummation of all transactions contemplated thereby, including, without limitation, (i) the refinancing in full of all outstanding obligations under the Existing Credit Agreement held by Atlas Meridian Bank, N.A. as administrative agent, (ii) the Dividend Recapitalization of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) to Holdings and, through Holdings, to its equity holders, (iii) the payment of transaction fees and expenses of approximately Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), and (iv) the retention of approximately One Hundred Forty-Seven Million Dollars ($147,000,000) as unrestricted cash on the balance sheet of Nexford; and be it further
Resolution 2 — Authorization of the Guarantee
RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Guarantee Agreement, pursuant to which Holdings will guarantee, jointly and severally with the other guarantors party thereto, all obligations of Nexford and the other Loan Parties under the Credit Agreement and the related Loan Documents, including all principal, interest, fees, expenses, indemnification obligations, and other amounts from time to time owing thereunder, on the terms and conditions substantially as described to the managing member and as set forth in the form of Guarantee Agreement reviewed in connection herewith, and that any authorized officer, manager, or authorized person of Holdings (each, an "Authorized Person") is hereby authorized and directed to execute and deliver the Guarantee Agreement on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further
Resolution 3 — Authorization of the Holdings Pledge Agreement
RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Holdings Pledge Agreement, pursuant to which Holdings will pledge, assign, hypothecate, and grant a continuing first-priority security interest in one hundred percent (100%) of its equity interests in Nexford Industrial Holdings Inc. (including, without limitation, all shares of capital stock or other equity interests, all certificates, if any, representing such interests, all undated stock powers or equivalent transfer instruments executed in blank, all distributions, dividends, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests, and all rights, privileges, powers, and preferences appurtenant thereto) to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, as security for the payment and performance of all obligations of the Loan Parties under the Credit Agreement and the related Loan Documents, and that any Authorized Person is hereby authorized and directed to execute and deliver the Holdings Pledge Agreement on behalf of Holdings, together with any stock certificates, stock powers, or equivalent transfer instruments, and any other documents or instruments required in connection therewith, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further
Resolution 4 — Authorization of the Security Agreement
RESOLVED, that Holdings is hereby authorized, empowered, and directed to execute, deliver, and perform the Security Agreement, pursuant to which Holdings will grant a first-priority security interest in and lien upon substantially all of its personal property (whether now owned or hereafter acquired), including, without limitation, all accounts, accounts receivable, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, investment property, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods, instruments, intellectual property (including patents, trademarks, copyrights, trade secrets, and licenses related thereto), inventory, letter-of-credit rights, money, commercial tort claims, and all products, proceeds, accessions, rents, profits, and supporting obligations related to any of the foregoing, to Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, on the terms and conditions set forth in the Security Agreement, and that any Authorized Person is hereby authorized and directed to execute and deliver the Security Agreement on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further
Resolution 5 — Authorization of the Intercreditor Agreement
RESOLVED, that Holdings is hereby authorized, empowered, and directed to acknowledge, consent to, and, to the extent Holdings is a party thereto or its consent or acknowledgment is required, execute and deliver the Intercreditor Agreement (First Lien / Unsecured), among Crescent Harbor Bank, N.A. as First Lien Collateral Agent, Pinnacle Trust Company as Unsecured Notes Trustee for the holders of the Two Hundred Fifty Million Dollars ($250,000,000) in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford, and Nexford, establishing the relative priorities, rights, and remedies of the First Lien Secured Parties and the holders of the Unsecured Notes with respect to the collateral and the obligations secured thereby, and that any Authorized Person is hereby authorized and directed to execute and deliver the Intercreditor Agreement (or any consent, acknowledgment, or joinder related thereto) on behalf of Holdings, with such changes, modifications, amendments, or supplements thereto as such Authorized Person may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and be it further
Resolution 6 — Authorization of UCC Financing Statements and Lien Filings
RESOLVED, that the Authorized Persons of Holdings are hereby authorized, empowered, and directed to execute, or authorize the filing of, one or more UCC-1 Financing Statements with the Delaware Secretary of State (referencing Holdings' Delaware Secretary of State File Number: 7234891) and any other applicable filing office, naming Holdings as debtor and Crescent Harbor Bank, N.A. as secured party, describing the collateral as set forth in the Security Agreement, the Holdings Pledge Agreement, and/or the other Transaction Documents, as applicable, and to execute, or authorize the filing of, any and all UCC amendments (including UCC-3 Financing Statement Amendments), UCC continuations, UCC assignments, and any other filings, recordings, or registrations as may be necessary, appropriate, or desirable to perfect, maintain, continue, or release the security interests and liens granted under the Transaction Documents, including, without limitation, filings with the United States Patent and Trademark Office, the United States Copyright Office, and any state or local filing office; and be it further
Resolution 7 — Authorization of Dividend Receipt and Distribution
RESOLVED, that Holdings is hereby authorized, empowered, and directed to receive the Dividend Recapitalization distribution of approximately Three Hundred Thirty-Five Million Dollars ($335,000,000) from Nexford in connection with the consummation of the transactions contemplated by the Credit Agreement, and to distribute such amount (or such other amount as is actually received by Holdings, net of any applicable taxes, withholdings, reserves, or deductions required by applicable law or the LLC Agreement) to its Members, Fund IV and the Co-Invest Vehicle, in accordance with the terms and provisions of the LLC Agreement and their respective percentage interests in Holdings (being ninety-two percent (92%) to Fund IV and eight percent (8%) to the Co-Invest Vehicle), and that any Authorized Person is hereby authorized and directed to take such actions and execute such documents, instruments, or directions as may be necessary or desirable to effectuate such receipt and distribution, including, without limitation, wire transfer instructions, distribution notices, and tax reporting documentation; and be it further
Resolution 8 — Authorization of Closing Certificates and Deliverables
RESOLVED, that the Authorized Persons of Holdings are hereby authorized, empowered, and directed to execute and deliver, on behalf of Holdings, in connection with the closing of the transactions contemplated by the Credit Agreement and the other Transaction Documents, each of the following:
(a) the Secretary's Certificate or Authorized Person's Certificate of Holdings, certifying as to (I) the incumbency and specimen signatures of the Authorized Persons of Holdings, (II) the due adoption and continuing effectiveness of these resolutions, and (III) the authenticity and completeness of the organizational documents of Holdings, including the Certificate of Formation of Holdings as filed with the Delaware Secretary of State and the LLC Agreement (including all amendments, restatements, and supplements thereto);
(b) such closing certificates, officer's certificates, compliance certificates, solvency certificates, and bring-down certificates as may be required or requested under the Credit Agreement, the Commitment Letter, the Engagement Letter, or any other Transaction Document;
(c) good standing certificates, certificates of existence, and/or certified copies of the Certificate of Formation and any amendments thereto, in each case to be obtained from the Delaware Secretary of State and/or any other applicable governmental authority;
(d) a duly executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or such other tax documentation as may be required under the Credit Agreement or applicable law, including any FATCA-related documentation; and
(e) any and all other documents, instruments, certificates, agreements, and writings as may be necessary, appropriate, or desirable to consummate the transactions contemplated hereby and by the Transaction Documents, the execution and delivery of any such document by any Authorized Person to be conclusive evidence of the approval thereof by Holdings;
and be it further
Resolution 9 — Designation of Authorized Persons
RESOLVED, that each of the following individuals is hereby designated as an Authorized Person of Holdings for purposes of executing and delivering the Transaction Documents, and any and all related documents, certificates, instruments, agreements, and filings, on behalf of Holdings, in connection with the transactions contemplated by these resolutions:
Each such Authorized Person is authorized and empowered to act individually, and the signature of any one (1) such Authorized Person shall be sufficient to bind Holdings with respect to any document, instrument, certificate, or agreement executed and delivered in connection with the transactions contemplated hereby, without the need for the signature or joinder of any other Authorized Person; and be it further
Resolution 10 — Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any manager, officer, Authorized Person, member, partner, agent, attorney, or representative of Holdings, or of Fund IV or GP IV on behalf of Holdings, in connection with the negotiation, preparation, review, and execution of any documents, instruments, agreements, or arrangements related to the transactions described in these resolutions, including, without limitation, (i) the engagement of Kellner Brandt & Associates LLP as counsel to the Sponsor and Holdings in connection with the transactions contemplated hereby, (ii) the engagement of Stonebridge Advisory Group, LLC as financial advisor to Holdings and the Sponsor in connection with the Dividend Recapitalization and the refinancing, (iii) the negotiation and execution of engagement letters, commitment letters, and fee letters with the Joint Lead Arrangers and the Administrative Agent, and (iv) the negotiation and preparation of drafts of the Credit Agreement and the other Transaction Documents, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of Holdings; and be it further
Resolution 11 — General Authorization and Omnibus Resolution
RESOLVED, that the Authorized Persons of Holdings are hereby authorized and empowered, in the name and on behalf of Holdings, to take any and all such further actions, to negotiate, execute, deliver, file, record, and perform any and all such further documents, instruments, agreements, certificates, filings, notices, directions, consents, waivers, amendments, supplements, restatements, and other writings, and to incur and pay any and all fees, costs, and expenses, as any such Authorized Person may deem necessary, appropriate, advisable, or desirable to carry out fully the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated thereby, including, without limitation, the power and authority to agree to modifications, amendments, supplements, or waivers to or of any of the Transaction Documents, and the execution and delivery of any such document or instrument by any Authorized Person, or the taking of any such action by any Authorized Person, shall be conclusive evidence of such Authorized Person's approval thereof and of Holdings' authorization therefor, without the need for any further action, resolution, consent, or approval of the managing member or the Members.
[Certification Page and Signature Pages Follow]
CERTIFICATION
The undersigned hereby certifies, as of March 28, 2025, as follows:
1.  The foregoing Written Consent was duly adopted by the managing member of Granite Peak NIH Holdings, LLC, a Delaware limited liability company, on January 13, 2025, in accordance with the Limited Liability Company Agreement of Holdings and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
2.  The resolutions set forth in the foregoing Written Consent have not been amended, modified, supplemented, revoked, or rescinded in any respect since the date of their adoption, and such resolutions remain in full force and effect as of the date hereof.
3.  Holdings is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware.
4.  The LLC Agreement of Holdings has not been amended, modified, restated, or supplemented since the date of the foregoing Written Consent, except as may be expressly set forth therein or in the resolutions adopted thereby.
5.  Each of the Authorized Persons designated in Resolution 9 of the foregoing Written Consent continues to serve in the capacity set forth therein as of the date hereof.
CERTIFIED BY:
By: ________
Name: Derek Calloway
Title: Co-Founder & Managing Partner, Granite Peak Capital Partners, LP, in his capacity as authorized person of Granite Peak Capital GP IV, LLC, the general partner of Granite Peak Capital Fund IV, LP, the managing member of Granite Peak NIH Holdings, LLC
Date: March 28, 2025
SIGNATURE PAGE TO WRITTEN CONSENT
OF THE MANAGING MEMBER OF
GRANITE PEAK NIH HOLDINGS, LLC
IN WITNESS WHEREOF, the undersigned managing member of Granite Peak NIH Holdings, LLC has executed this Written Consent as of January 13, 2025.
GRANITE PEAK CAPITAL FUND IV, LP, as Managing Member of Granite Peak NIH Holdings, LLC
By: Granite Peak Capital GP IV, LLC,
its General Partner
By: ________
Name: Derek Calloway
Title: Co-Founder & Managing Partner of Granite Peak Capital Partners, LP, in his capacity as authorized person of Granite Peak Capital GP IV, LLC
Date: January 13, 2025
[Signature Page to Written Consent of the Managing Member of Granite Peak NIH Holdings, LLC]
Name | Title | Capacity
Derek Calloway | Co-Founder & Managing Partner, Granite Peak Capital Partners, LP | Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings
Vanessa Liu | Co-Founder & Managing Partner, Granite Peak Capital Partners, LP | Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings
Ryan Ostrowski | Principal, Granite Peak Capital Partners, LP | Authorized person of Granite Peak Capital GP IV, LLC, the general partner of Fund IV, the managing member of Holdings

WRITTEN CONSENT OF THE MANAGING MEMBER

GRANITE PEAK NIH HOLDINGS, LLC

IN LIEU OF A MEETING

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WHEREAS:

RESOLUTIONS

CERTIFICATION

CERTIFIED BY:

SIGNATURE PAGE TO WRITTEN CONSENT

OF THE MANAGING MEMBER OF

GRANITE PEAK NIH HOLDINGS, LLC

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