PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE SUBSIDIARY GUARANTORS

Authorizing the Guarantee Agreement, Security Agreement, and Related Pledge and Collateral Documents

NEXFORD INDUSTRIAL HOLDINGS INC.

$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

Matter Number: 1005-00001

Prepared by:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Compiled and Certified as of March 28, 2025

Privileged and Confidential

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INTRODUCTORY COMPILATION NOTE

This document is a compilation of the board of directors resolutions (for corporate Subsidiary Guarantors) and manager/member resolutions (for limited liability company Subsidiary Guarantors) of each Subsidiary Guarantor listed below, each authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the intellectual Property Security Agreement, and all related collateral documents (collectively, the "Transaction Security Documents") in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among:

• Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower (the "Borrower");

• the Guarantors party thereto from time to time;

• Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively);

• Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners; and

• the Lenders party thereto from time to time,

providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility").

Each set of resolutions contained herein was adopted on various dates in March 2025 by the governing body of the applicable Subsidiary Guarantor and is certified as of March 28, 2025 (the "Closing Date") by the applicable authorized officer or authorized person of each such Subsidiary Guarantor. Each such certification confirms that the resolutions remain in full force and effect as of the Closing Date, without modification, amendment, or rescission.

The original signed certifications, including incumbency certificates and signature pages, are maintained in the closing binder for the above-referenced transaction. This compilation has been prepared by Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, for the convenience of the parties to the Credit Agreement and their respective counsel, and is intended solely for use in connection with the closing of the transactions contemplated by the Credit Agreement. This compilation does not constitute an opinion of counsel and should not be relied upon as such.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

LIST OF SUBSIDIARY GUARANTORS

The following is a complete list of the Subsidiary Guarantors whose resolutions are compiled herein, together with the entity type, jurisdiction of organization, and the form of authorizing action taken by each such Subsidiary Guarantor:

Note: Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of the Province of Ontario, are each foreign subsidiaries of the Borrower and are not Subsidiary Guarantors under the Credit Agreement. Accordingly, no resolutions of such entities are included in this compilation. The equity interests in Nexford Canada Holdings ULC are subject to a limited pledge by Nexford International Holdings, Inc. (Resolution Set 6 herein), as more fully described therein.

RESOLUTION SET 1

NEXFORD PRECISION COMPONENTS, INC.

(a Delaware corporation)

CERTIFICATE OF THE SECRETARY OF NEXFORD PRECISION COMPONENTS, INC.

The undersigned, Jennifer A. Coletti, hereby certifies that she is the duly elected and acting Secretary of Nexford Precision Components, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and further certifies as follows:

1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.

2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in effect.

3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.

4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.

5. The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.

________________________________________

Jennifer A. Coletti Secretary Nexford Precision Components, Inc.

Date: March 28, 2025

ANNEX A TO CERTIFICATE OF THE SECRETARY OF NEXFORD PRECISION COMPONENTS, INC.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD PRECISION COMPONENTS, INC.

Adopted by Unanimous Written Consent Effective as of March 25, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Precision Components, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, without a meeting, effective as of March 25, 2025:

Recitals. WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");

WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) with Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, the indirect parent holding company of the Borrower, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;

WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower under the Credit Agreement and the other Loan Documents by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties; (b) grant a first-priority security interest in substantially all of the personal property and assets of the Company by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent; (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), granting a security interest in all patents, trademarks, copyrights, and related intellectual property rights of the Company; and (e) execute and deliver such other collateral and ancillary documents, instruments, agreements, and certificates as may be required under the Credit Agreement and the other Loan Documents (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other collateral and ancillary documents, collectively, the "Transaction Security Documents");

WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby, including the potential benefits and risks to the Company of guaranteeing the obligations of the Borrower and granting the security interests described therein; and

WHEREAS, after due consideration, the Board of Directors has determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole stockholder, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the personal property and assets of the Company (including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, payment intangibles, and proceeds thereof), in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company in connection with the Credit Agreement, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company (whether now existing or hereafter formed or acquired) to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board (or, if not yet available, in such form as the officer or officers executing the same on behalf of the Company shall approve), such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights and related general intangibles of the Company, together with all goodwill associated therewith, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over each of the Company's deposit accounts maintained at financial institutions, in such form as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the Uniform Commercial Code) over each of the Company's securities accounts and commodity accounts, if any, maintained at securities intermediaries, in such form as the officer or officers executing the same on behalf of the Company shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness owing to the Company or owing by the Company, as applicable, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral under the Security Agreement and the Pledge Agreements, in such form and on such terms as the officer or officers executing the same on behalf of the Company shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, or as may be reasonably requested by the Administrative Agent, the Collateral Agent, or their counsel in connection with the transactions contemplated thereby, in such form and on such terms as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the President, any Vice President, the Treasurer, the Secretary, and the Assistant Secretary of the Company (each, an "Authorized Officer"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions or otherwise required in connection with the Credit Agreement and the Transaction Security Documents, and to take any and all such further actions as any such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Officer executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions, including, without limitation, the negotiation, preparation, and review of the Credit Agreement and the Transaction Security Documents, be, and the same hereby are, in all respects ratified, confirmed, and approved.

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RESOLUTION SET 2

NEXFORD ENGINEERED SYSTEMS, LLC

(a Delaware limited liability company)

CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD ENGINEERED SYSTEMS, LLC

The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Engineered Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), and further certifies as follows:

1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.

2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.

4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.

5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.

________________________________________

David M. Weston Manager and Authorized Person Nexford Engineered Systems, LLC

Date: March 28, 2025

ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD ENGINEERED SYSTEMS, LLC

RESOLUTIONS OF THE MANAGER(S) OF NEXFORD ENGINEERED SYSTEMS, LLC

Adopted by Written Consent Effective as of March 24, 2025

The undersigned, being all of the Manager(s) of Nexford Engineered Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby adopt the following resolutions by written consent, without a meeting, effective as of March 24, 2025:

Recitals. WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");

WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) with Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, the indirect parent holding company of the Borrower, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;

WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower under the Credit Agreement and the other Loan Documents by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties; (b) grant a first-priority security interest in substantially all of the personal property and assets of the Company by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent; (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), granting a security interest in all patents, trademarks, copyrights, and related intellectual property rights of the Company; and (e) execute and deliver such other collateral and ancillary documents, instruments, agreements, and certificates as may be required under the Credit Agreement and the other Loan Documents (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other collateral and ancillary documents, collectively, the "Transaction Security Documents");

WHEREAS, the Manager(s) of the Company have reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby, including the potential benefits and risks to the Company of guaranteeing the obligations of the Borrower and granting the security interests described therein; and

WHEREAS, after due consideration, the Manager(s) have determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole member, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the personal property and assets of the Company (including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, payment intangibles, and proceeds thereof), in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company in connection with the Credit Agreement, pledging one hundred percent (100%) of the issued and outstanding equity interests (including, without limitation, membership interests and limited liability company interests) in any direct subsidiary of the Company (whether now existing or hereafter formed or acquired) to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Manager(s) (or, if not yet available, in such form as the authorized person or persons executing the same on behalf of the Company shall approve), such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights and related general intangibles of the Company, together with all goodwill associated therewith, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over each of the Company's deposit accounts maintained at financial institutions, in such form as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the Uniform Commercial Code) over each of the Company's securities accounts and commodity accounts, if any, maintained at securities intermediaries, in such form as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness owing to the Company or owing by the Company, as applicable, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral under the Security Agreement and the Pledge Agreements, in such form and on such terms as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, or as may be reasonably requested by the Administrative Agent, the Collateral Agent, or their counsel in connection with the transactions contemplated thereby, in such form and on such terms as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that each Manager of the Company and each person designated as an "Authorized Person" under the LLC Agreement or by resolution of the Manager(s) (each, an "Authorized Person"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions or otherwise required in connection with the Credit Agreement and the Transaction Security Documents, and to take any and all such further actions as any such Authorized Person may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Person executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that all actions heretofore taken by any Manager, Authorized Person, officer, or representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions, including, without limitation, the negotiation, preparation, and review of the Credit Agreement and the Transaction Security Documents, be, and the same hereby are, in all respects ratified, confirmed, and approved.

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RESOLUTION SET 3

NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.

(a Delaware corporation)

CERTIFICATE OF THE SECRETARY OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.

The undersigned, Jennifer A. Coletti, hereby certifies that she is the duly elected and acting Secretary of Nexford Coatings & Surface Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, and further certifies as follows:

1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.

2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in effect.

3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.

4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.

5. The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.

________________________________________

Jennifer A. Coletti Secretary Nexford Coatings & Surface Technologies, Inc.

Date: March 28, 2025

ANNEX A TO CERTIFICATE OF THE SECRETARY OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.

Adopted by Unanimous Written Consent Effective as of March 25, 2025

The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Coatings & Surface Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, without a meeting, effective as of March 25, 2025:

Recitals. WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");

WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) 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 Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;

WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"); (b) grant a first-priority security interest in substantially all of its personal property and assets by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"); (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"); and (e) execute and deliver such other collateral and ancillary documents as may be required (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other documents, collectively, the "Transaction Security Documents");

WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby; and

WHEREAS, after due consideration, the Board of Directors has determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole stockholder, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority security interest in substantially all of the personal property and assets of the Company, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board (or, if not yet available, in such form as the officer or officers executing the same shall approve), such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, granting a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights of the Company, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements and Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, in such form as the officer or officers executing the same shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral, in such form and on such terms as the officer or officers executing the same shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, in such form and on such terms as the officer or officers executing the same shall approve; and be it further

RESOLVED, that the President, any Vice President, the Treasurer, the Secretary, and the Assistant Secretary of the Company (each, an "Authorized Officer"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions, and to take any and all such further actions as any such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Officer executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions be, and the same hereby are, in all respects ratified, confirmed, and approved.

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RESOLUTION SET 4

NEXFORD MANUFACTURING SERVICES, LLC

(an Illinois limited liability company)

CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD MANUFACTURING SERVICES, LLC

The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Manufacturing Services, LLC, a limited liability company organized and existing under the laws of the State of Illinois (the "Company"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and further certifies as follows:

1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.

2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the articles of organization and the operating agreement of the Company (the "Operating Agreement") and the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.).

3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.

4. The Resolutions were adopted in accordance with all applicable provisions of the articles of organization and the Operating Agreement of the Company and the Illinois Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.

5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.

________________________________________

David M. Weston Manager and Authorized Person Nexford Manufacturing Services, LLC

Date: March 28, 2025

ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD MANUFACTURING SERVICES, LLC

RESOLUTIONS OF THE MANAGER(S) OF NEXFORD MANUFACTURING SERVICES, LLC

Adopted by Written Consent Effective as of March 24, 2025

The undersigned, being all of the Manager(s) of Nexford Manufacturing Services, LLC, a limited liability company organized and existing under the laws of the State of Illinois (the "Company"), acting pursuant to the operating agreement of the Company (the "Operating Agreement") and the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.), hereby adopt the following resolutions by written consent, without a meeting, effective as of March 24, 2025:

Recitals. WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173;

WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) 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 Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");

WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;

WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"); (b) grant a first-priority security interest in substantially all of its personal property and assets by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"); (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"); and (e) execute and deliver such other collateral and ancillary documents as may be required (collectively, the "Transaction Security Documents");

WHEREAS, the Manager(s) have reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby; and

WHEREAS, after due consideration, the Manager(s) have determined that the execution, delivery, and performance by the Company of the Transaction Security Documents are in the best interests of the Company and its sole member;

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, granting a first-priority security interest in substantially all of the personal property and assets of the Company, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same shall approve; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company to the Collateral Agent for the benefit of the Secured Parties; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, granting a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights of the Company, together with all goodwill associated therewith; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements and Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Illinois, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further

RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents; and be it further

RESOLVED, that each Manager of the Company and each person designated as an "Authorized Person" under the Operating Agreement or by resolution of the Manager(s) (each, an "Authorized Person"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions, and to take any and all such further actions as any such Authorized Person may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Person executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further

RESOLVED, that all actions heretofore taken by any Manager, Authorized Person, officer, or representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions be, and the same hereby are, in all respects ratified, confirmed, and approved.

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RESOLUTION SET 5

NEXFORD PROPERTIES, LLC

(a Delaware limited liability company)

CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD PROPERTIES, LLC

The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Properties, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), with its registered office at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801, and further certifies as follows:

1. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.

2. Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).

3. The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.

4. The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.

5. The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.

________________________________________

David M. Weston Manager and Authorized Person Nexford Properties, LLC

Date: March 28, 2025

ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD PROPERTIES, LLC

RESOLUTIONS OF THE MANAGER(S) OF NEXFORD PROPERTIES, LLC

Adopted by Written Consent Effective as of March 24, 2025

The undersigned, being all of the Manager(s) of Nexford Properties, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby adopt the following resolutions by written consent, with

Record

Matter1005-00001

ClientNexford Industrial Holdings

Practice areaFinance & Banking

FolderClosing

Typedocx

Size77 KB

Parties

Harkness LLPNexford Industrial Holdings IncGeneral CorpM. WestonM. Weston Manager

Dates

March 28, 2025March 25, 2025June 14, 2019March 24, 2025

Amounts

$1,400,000,000$875,000,000$190,000,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
RESOLUTIONS OF THE SUBSIDIARY GUARANTORS
Authorizing the Guarantee Agreement, Security Agreement, and Related Pledge and Collateral Documents
NEXFORD INDUSTRIAL HOLDINGS INC.
$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Matter Number: 1005-00001
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Compiled and Certified as of March 28, 2025
Privileged and Confidential
Right-click to update Table of Contents
INTRODUCTORY COMPILATION NOTE
This document is a compilation of the board of directors resolutions (for corporate Subsidiary Guarantors) and manager/member resolutions (for limited liability company Subsidiary Guarantors) of each Subsidiary Guarantor listed below, each authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the intellectual Property Security Agreement, and all related collateral documents (collectively, the "Transaction Security Documents") in connection with that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among:
•  Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower (the "Borrower");
•  the Guarantors party thereto from time to time;
•  Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively);
•  Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners; and
•  the Lenders party thereto from time to time,
providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility").
Each set of resolutions contained herein was adopted on various dates in March 2025 by the governing body of the applicable Subsidiary Guarantor and is certified as of March 28, 2025 (the "Closing Date") by the applicable authorized officer or authorized person of each such Subsidiary Guarantor. Each such certification confirms that the resolutions remain in full force and effect as of the Closing Date, without modification, amendment, or rescission.
The original signed certifications, including incumbency certificates and signature pages, are maintained in the closing binder for the above-referenced transaction. This compilation has been prepared by Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, for the convenience of the parties to the Credit Agreement and their respective counsel, and is intended solely for use in connection with the closing of the transactions contemplated by the Credit Agreement. This compilation does not constitute an opinion of counsel and should not be relied upon as such.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
LIST OF SUBSIDIARY GUARANTORS
The following is a complete list of the Subsidiary Guarantors whose resolutions are compiled herein, together with the entity type, jurisdiction of organization, and the form of authorizing action taken by each such Subsidiary Guarantor:
Note: Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of the Province of Ontario, are each foreign subsidiaries of the Borrower and are not Subsidiary Guarantors under the Credit Agreement. Accordingly, no resolutions of such entities are included in this compilation. The equity interests in Nexford Canada Holdings ULC are subject to a limited pledge by Nexford International Holdings, Inc. (Resolution Set 6 herein), as more fully described therein.
RESOLUTION SET 1
NEXFORD PRECISION COMPONENTS, INC.
(a Delaware corporation)
CERTIFICATE OF THE SECRETARY OF NEXFORD PRECISION COMPONENTS, INC.
The undersigned, Jennifer A. Coletti, hereby certifies that she is the duly elected and acting Secretary of Nexford Precision Components, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and further certifies as follows:
1.  The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2.  Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in effect.
3.  The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4.  The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.
5.  The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.
________________________________________
Jennifer A. Coletti Secretary Nexford Precision Components, Inc.
Date: March 28, 2025
ANNEX A TO CERTIFICATE OF THE SECRETARY OF NEXFORD PRECISION COMPONENTS, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD PRECISION COMPONENTS, INC.
Adopted by Unanimous Written Consent Effective as of March 25, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Precision Components, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, without a meeting, effective as of March 25, 2025:
Recitals.  WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");
WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) with Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, the indirect parent holding company of the Borrower, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;
WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower under the Credit Agreement and the other Loan Documents by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties; (b) grant a first-priority security interest in substantially all of the personal property and assets of the Company by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent; (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), granting a security interest in all patents, trademarks, copyrights, and related intellectual property rights of the Company; and (e) execute and deliver such other collateral and ancillary documents, instruments, agreements, and certificates as may be required under the Credit Agreement and the other Loan Documents (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other collateral and ancillary documents, collectively, the "Transaction Security Documents");
WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby, including the potential benefits and risks to the Company of guaranteeing the obligations of the Borrower and granting the security interests described therein; and
WHEREAS, after due consideration, the Board of Directors has determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole stockholder, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the personal property and assets of the Company (including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, payment intangibles, and proceeds thereof), in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company in connection with the Credit Agreement, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company (whether now existing or hereafter formed or acquired) to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board (or, if not yet available, in such form as the officer or officers executing the same on behalf of the Company shall approve), such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights and related general intangibles of the Company, together with all goodwill associated therewith, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over each of the Company's deposit accounts maintained at financial institutions, in such form as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the Uniform Commercial Code) over each of the Company's securities accounts and commodity accounts, if any, maintained at securities intermediaries, in such form as the officer or officers executing the same on behalf of the Company shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness owing to the Company or owing by the Company, as applicable, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral under the Security Agreement and the Pledge Agreements, in such form and on such terms as the officer or officers executing the same on behalf of the Company shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, or as may be reasonably requested by the Administrative Agent, the Collateral Agent, or their counsel in connection with the transactions contemplated thereby, in such form and on such terms as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the President, any Vice President, the Treasurer, the Secretary, and the Assistant Secretary of the Company (each, an "Authorized Officer"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions or otherwise required in connection with the Credit Agreement and the Transaction Security Documents, and to take any and all such further actions as any such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Officer executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions, including, without limitation, the negotiation, preparation, and review of the Credit Agreement and the Transaction Security Documents, be, and the same hereby are, in all respects ratified, confirmed, and approved.
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RESOLUTION SET 2
NEXFORD ENGINEERED SYSTEMS, LLC
(a Delaware limited liability company)
CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD ENGINEERED SYSTEMS, LLC
The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Engineered Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), and further certifies as follows:
1.  The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2.  Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
3.  The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4.  The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5.  The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.
________________________________________
David M. Weston Manager and Authorized Person Nexford Engineered Systems, LLC
Date: March 28, 2025
ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD ENGINEERED SYSTEMS, LLC
RESOLUTIONS OF THE MANAGER(S) OF NEXFORD ENGINEERED SYSTEMS, LLC
Adopted by Written Consent Effective as of March 24, 2025
The undersigned, being all of the Manager(s) of Nexford Engineered Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby adopt the following resolutions by written consent, without a meeting, effective as of March 24, 2025:
Recitals.  WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");
WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) with Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, the indirect parent holding company of the Borrower, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;
WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower under the Credit Agreement and the other Loan Documents by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties; (b) grant a first-priority security interest in substantially all of the personal property and assets of the Company by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto, and the Collateral Agent; (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), granting a security interest in all patents, trademarks, copyrights, and related intellectual property rights of the Company; and (e) execute and deliver such other collateral and ancillary documents, instruments, agreements, and certificates as may be required under the Credit Agreement and the other Loan Documents (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other collateral and ancillary documents, collectively, the "Transaction Security Documents");
WHEREAS, the Manager(s) of the Company have reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby, including the potential benefits and risks to the Company of guaranteeing the obligations of the Borrower and granting the security interests described therein; and
WHEREAS, after due consideration, the Manager(s) have determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole member, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Company will unconditionally guarantee the prompt and complete payment and performance of all Obligations (as defined in the Credit Agreement) of the Borrower under the Credit Agreement and the other Loan Documents, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the personal property and assets of the Company (including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, payment intangibles, and proceeds thereof), in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company in connection with the Credit Agreement, pledging one hundred percent (100%) of the issued and outstanding equity interests (including, without limitation, membership interests and limited liability company interests) in any direct subsidiary of the Company (whether now existing or hereafter formed or acquired) to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Manager(s) (or, if not yet available, in such form as the authorized person or persons executing the same on behalf of the Company shall approve), such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights and related general intangibles of the Company, together with all goodwill associated therewith, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over each of the Company's deposit accounts maintained at financial institutions, in such form as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, pursuant to which the Company will grant to the Collateral Agent "control" (within the meaning of Sections 8-106 and 9-106 of the Uniform Commercial Code) over each of the Company's securities accounts and commodity accounts, if any, maintained at securities intermediaries, in such form as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness owing to the Company or owing by the Company, as applicable, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral under the Security Agreement and the Pledge Agreements, in such form and on such terms as the authorized person or persons executing the same on behalf of the Company shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, or as may be reasonably requested by the Administrative Agent, the Collateral Agent, or their counsel in connection with the transactions contemplated thereby, in such form and on such terms as the authorized person or persons executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that each Manager of the Company and each person designated as an "Authorized Person" under the LLC Agreement or by resolution of the Manager(s) (each, an "Authorized Person"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions or otherwise required in connection with the Credit Agreement and the Transaction Security Documents, and to take any and all such further actions as any such Authorized Person may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Person executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that all actions heretofore taken by any Manager, Authorized Person, officer, or representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions, including, without limitation, the negotiation, preparation, and review of the Credit Agreement and the Transaction Security Documents, be, and the same hereby are, in all respects ratified, confirmed, and approved.
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RESOLUTION SET 3
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
(a Delaware corporation)
CERTIFICATE OF THE SECRETARY OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
The undersigned, Jennifer A. Coletti, hereby certifies that she is the duly elected and acting Secretary of Nexford Coatings & Surface Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, and further certifies as follows:
1.  The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2.  Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by unanimous written consent of the Board of Directors of the Company, effective as of March 25, 2025 (the "Adoption Date"), in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the certificate of incorporation and bylaws of the Company, each as currently in effect.
3.  The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4.  The Resolutions were adopted in accordance with all applicable provisions of the certificate of incorporation and bylaws of the Company and the General Corporation Law of the State of Delaware, and no further action on the part of the Board of Directors or the sole stockholder of the Company is necessary to authorize the matters set forth therein.
5.  The following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.
________________________________________
Jennifer A. Coletti Secretary Nexford Coatings & Surface Technologies, Inc.
Date: March 28, 2025
ANNEX A TO CERTIFICATE OF THE SECRETARY OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
Adopted by Unanimous Written Consent Effective as of March 25, 2025
The undersigned, being all of the members of the Board of Directors (the "Board") of Nexford Coatings & Surface Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the bylaws of the Company, hereby adopt the following resolutions by unanimous written consent, without a meeting, effective as of March 25, 2025:
Recitals.  WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower");
WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) 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 Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;
WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"); (b) grant a first-priority security interest in substantially all of its personal property and assets by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"); (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any) by executing and delivering the applicable Pledge Agreement(s); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"); and (e) execute and deliver such other collateral and ancillary documents as may be required (the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, the IP Security Agreement, and all such other documents, collectively, the "Transaction Security Documents");
WHEREAS, the Board of Directors has reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby; and
WHEREAS, after due consideration, the Board of Directors has determined that the execution, delivery, and performance by the Company of the Transaction Security Documents and the consummation of the transactions contemplated thereby are in the best interests of the Company and its sole stockholder, and that the Company will derive substantial direct and indirect benefits from the making of the Term Loans under the Credit Agreement;
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority security interest in substantially all of the personal property and assets of the Company, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same on behalf of the Company shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company to the Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Board (or, if not yet available, in such form as the officer or officers executing the same shall approve), such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, granting a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights of the Company, in substantially the form presented to the Board, with such changes, additions, or modifications as the officer or officers executing the same shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements and Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement, in such form as the officer or officers executing the same shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral, in such form and on such terms as the officer or officers executing the same shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Delaware, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents, in such form and on such terms as the officer or officers executing the same shall approve; and be it further
RESOLVED, that the President, any Vice President, the Treasurer, the Secretary, and the Assistant Secretary of the Company (each, an "Authorized Officer"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions, and to take any and all such further actions as any such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Officer executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions be, and the same hereby are, in all respects ratified, confirmed, and approved.
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RESOLUTION SET 4
NEXFORD MANUFACTURING SERVICES, LLC
(an Illinois limited liability company)
CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD MANUFACTURING SERVICES, LLC
The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Manufacturing Services, LLC, a limited liability company organized and existing under the laws of the State of Illinois (the "Company"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and further certifies as follows:
1.  The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2.  Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the articles of organization and the operating agreement of the Company (the "Operating Agreement") and the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.).
3.  The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4.  The Resolutions were adopted in accordance with all applicable provisions of the articles of organization and the Operating Agreement of the Company and the Illinois Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5.  The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.
________________________________________
David M. Weston Manager and Authorized Person Nexford Manufacturing Services, LLC
Date: March 28, 2025
ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD MANUFACTURING SERVICES, LLC
RESOLUTIONS OF THE MANAGER(S) OF NEXFORD MANUFACTURING SERVICES, LLC
Adopted by Written Consent Effective as of March 24, 2025
The undersigned, being all of the Manager(s) of Nexford Manufacturing Services, LLC, a limited liability company organized and existing under the laws of the State of Illinois (the "Company"), acting pursuant to the operating agreement of the Company (the "Operating Agreement") and the Illinois Limited Liability Company Act (805 ILCS 180/1-1 et seq.), hereby adopt the following resolutions by written consent, without a meeting, effective as of March 24, 2025:
Recitals.  WHEREAS, the Company is a direct wholly-owned subsidiary of Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173;
WHEREAS, Nexford proposes to enter into a Credit Agreement (as defined below) 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 Joint Bookrunners, and the Lenders party thereto from time to time, providing for a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility"), pursuant to a Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility outstanding under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time (the "Existing Credit Agreement"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay all related transaction fees, costs, and expenses and provide cash to the Borrower's balance sheet for general corporate purposes;
WHEREAS, as a condition precedent to the effectiveness of the Credit Agreement and the making of the Term Loans thereunder, the Company is required to, among other things: (a) guarantee the obligations of the Borrower by executing and delivering the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"); (b) grant a first-priority security interest in substantially all of its personal property and assets by executing and delivering the Security Agreement dated as of March 28, 2025 (the "Security Agreement"); (c) pledge one hundred percent (100%) of the equity interests in each of its direct domestic subsidiaries (if any); (d) execute and deliver the intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"); and (e) execute and deliver such other collateral and ancillary documents as may be required (collectively, the "Transaction Security Documents");
WHEREAS, the Manager(s) have reviewed and considered the terms and conditions of the Credit Agreement, the Transaction Security Documents, and the transactions contemplated thereby; and
WHEREAS, after due consideration, the Manager(s) have determined that the execution, delivery, and performance by the Company of the Transaction Security Documents are in the best interests of the Company and its sole member;
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the Security Agreement dated as of March 28, 2025, granting a first-priority security interest in substantially all of the personal property and assets of the Company, in substantially the form presented to the Manager(s), with such changes, additions, or modifications as the authorized person or persons executing the same shall approve; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Pledge Agreement or Pledge Agreements required to be executed by the Company, pledging one hundred percent (100%) of the issued and outstanding equity interests in any direct subsidiary of the Company to the Collateral Agent for the benefit of the Secured Parties; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under the intellectual Property Security Agreement dated as of March 28, 2025, granting a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, trade names, domain names, and all other intellectual property rights of the Company, together with all goodwill associated therewith; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any Deposit Account Control Agreements and Securities Account Control Agreements required to be entered into by the Company in connection with the Credit Agreement and the Security Agreement; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute and deliver, or cause to be executed and delivered, any intercompany notes or intercompany loan agreements evidencing intercompany indebtedness, and to pledge or cause to be pledged such intercompany notes to the Collateral Agent as additional collateral; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to file, or cause to be filed, one or more UCC-1 Financing Statements (and any continuation statements and amendments thereto) in the Office of the Secretary of State of the State of Illinois, and in such other filing offices as may be necessary or desirable, naming the Company as Debtor and Crescent Harbor Bank, N.A. (or its designee), as Secured Party, covering the collateral described in the Security Agreement and the other Transaction Security Documents, and to authorize the Collateral Agent or its counsel to file such Financing Statements on behalf of the Company without the Company's signature to the extent permitted by applicable law; and be it further
RESOLVED, that the Company be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under any and all other certificates, instruments, agreements, documents, and filings as may be required or contemplated by the Credit Agreement, the Transaction Security Documents, or any of the other Loan Documents; and be it further
RESOLVED, that each Manager of the Company and each person designated as an "Authorized Person" under the Operating Agreement or by resolution of the Manager(s) (each, an "Authorized Person"), each acting alone, be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, instructions, financing statements, and filings contemplated by the foregoing resolutions, and to take any and all such further actions as any such Authorized Person may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, with such changes, additions, deletions, or modifications to any such documents or instruments as the Authorized Person executing the same shall approve, such execution to be conclusive evidence of such approval; and be it further
RESOLVED, that all actions heretofore taken by any Manager, Authorized Person, officer, or representative of the Company in connection with the Credit Agreement, the Transaction Security Documents, and the transactions contemplated by the foregoing resolutions be, and the same hereby are, in all respects ratified, confirmed, and approved.
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RESOLUTION SET 5
NEXFORD PROPERTIES, LLC
(a Delaware limited liability company)
CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD PROPERTIES, LLC
The undersigned, David M. Weston, hereby certifies that he is a duly authorized person and Manager of Nexford Properties, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), with its registered office at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801, and further certifies as follows:
1.  The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company.
2.  Attached hereto as Annex A are true, correct, and complete copies of resolutions (the "Resolutions") duly adopted by written consent of the Manager(s) of the Company, effective as of March 24, 2025 (the "Adoption Date"), in accordance with the certificate of formation and the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
3.  The Resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof, the same being March 28, 2025.
4.  The Resolutions were adopted in accordance with all applicable provisions of the certificate of formation and the LLC Agreement of the Company and the Delaware Limited Liability Company Act, and no further action on the part of the Manager(s) or the sole member of the Company is necessary to authorize the matters set forth therein.
5.  The following persons are the duly authorized persons and/or officers of the Company, each holding the position set forth opposite such person's name below, each of whose signatures appearing below is genuine, and each of whom is authorized to execute and deliver the Transaction Security Documents and any and all documents, instruments, agreements, certificates, and filings contemplated by the Resolutions on behalf of the Company:
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of March 28, 2025.
________________________________________
David M. Weston Manager and Authorized Person Nexford Properties, LLC
Date: March 28, 2025
ANNEX A TO CERTIFICATE OF THE AUTHORIZED PERSON OF NEXFORD PROPERTIES, LLC
RESOLUTIONS OF THE MANAGER(S) OF NEXFORD PROPERTIES, LLC
Adopted by Written Consent Effective as of March 24, 2025
The undersigned, being all of the Manager(s) of Nexford Properties, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to the Limited Liability Company Agreement of the Company (the "LLC Agreement") and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), hereby adopt the following resolutions by written consent, with