FR EA
1005-00001 · Nexford Industrial Holdings · Diligence
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CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

DUE DILIGENCE REQUEST LIST

Nexford Industrial Holdings Inc.

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

February 4, 2025

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT

DOCUMENT INFORMATION

Issued To:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

Attention:

David Engstrom, General Counsel & Corporate Secretary Priya Mehta, Vice President, Treasury & Corporate Finance Michelle Kaplan, Chief Financial Officer

This document contains confidential and privileged information prepared by Calderwood & Harkness LLP in connection with its representation of the lender group in the above-referenced transaction. This document is protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized disclosure, copying, or distribution of this document is strictly prohibited.

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INTRODUCTORY INSTRUCTIONS

This Due Diligence Request List (this "Request List") is issued by Calderwood & Harkness LLP ("C&H") in connection with its representation of Crescent Harbor Bank, N.A. ("Crescent Harbor"), in its capacity as lead left arranger, administrative agent, and collateral agent, in the proposed $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") to be extended to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower").

This Request List covers Nexford and each of its direct and indirect subsidiaries (collectively, the "Nexford Group" or the "Company"), as well as Granite Peak NIH Holdings, LLC ("Holdings"), the direct parent of Nexford and the proposed Holdings Guarantor under the Facility. References to the "Loan Parties" mean, collectively, the Borrower, Holdings (as Holdings Guarantor), and each Subsidiary Guarantor identified herein.

Purpose of Request. The purpose of this Request List is to facilitate C&H's review of the legal, financial, operational, and regulatory matters relevant to the structuring, documentation, and closing of the proposed Facility. The Facility is being established for the following purposes:

(a) Refinancing of Existing Credit Facilities. The refinancing in full of the existing first lien senior secured credit facilities of Nexford maintained with Atlas Meridian Bank, N.A. as administrative agent (including the existing first lien term loan with an estimated payoff amount of approximately $879,375,000 and the existing revolving credit facility, which has $0 outstanding and the commitment under which will be terminated at closing);

(b) Dividend Recapitalization. The funding of an approximately $335,000,000 dividend recapitalization distribution to Granite Peak NIH Holdings, LLC, for the ultimate benefit of Granite Peak Capital Fund IV, LP (92% owner of Holdings) and GP Fund IV Co-Invest, LP (8% owner of Holdings);

(c) Transaction Fees and Expenses. The payment of transaction fees and expenses of approximately $38,625,000, inclusive of arrangement fees, legal fees, advisory fees, and other customary closing costs; and

(d) Cash to Balance Sheet. The retention of approximately $147,000,000 in cash on the balance sheet of the Borrower for general corporate purposes.

Delivery of Materials. All responsive materials should be uploaded to the secure virtual data room established by Crescent Harbor (Thackeray Solutions workspace "Project Granite — Nexford Refinancing") or, if electronic delivery is not practicable, delivered in physical form to Marcus Leung and Sophie Tremblay at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017. Please organize uploads to the data room according to the section and item numbers of this Request List to facilitate efficient review.

Scope of Requests. Unless otherwise expressly specified, each request in this Request List applies to all entities within the Nexford Group, including both domestic and foreign subsidiaries. For purposes of clarity, the following entities have been specifically identified as Loan Parties requiring full documentation in connection with the Facility:

1. Nexford Industrial Holdings Inc. (Borrower)

2. Granite Peak NIH Holdings, LLC (Holdings Guarantor)

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

4. Nexford Engineered Systems, LLC (Subsidiary Guarantor)

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

6. Nexford Manufacturing Services, LLC (Subsidiary Guarantor)

7. Nexford Properties, LLC (Subsidiary Guarantor)

8. Nexford International Holdings, Inc. (Subsidiary Guarantor)

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

10. Summit Industrial Fabrication Co. (Subsidiary Guarantor)

11. Ridgepoint Specialty Coatings, LLC (Subsidiary Guarantor)

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

Foreign Subsidiaries. Please note that the foreign subsidiaries — Nexford Canada Holdings ULC (a British Columbia unlimited liability company) and Nexford Canada Manufacturing, Inc. (an Ontario corporation) — are not proposed guarantors under the Facility. However, certain information regarding these entities is required for purposes of analyzing cross-border intercompany arrangements, controlled foreign corporation ("CFC") pledge limitations under applicable tax law, and the overall corporate and collateral structure. Specific requests regarding these entities are set forth in Section XVII below.

Items Not Applicable. To the extent that any item in this Request List is not applicable to the Nexford Group, please identify such item as "N/A" and provide a brief explanation of why it is not applicable. If any item requires additional time to produce beyond the stated deadlines, please notify Marcus Leung or Sophie Tremblay promptly so that appropriate arrangements can be made.

Priority Items. Items marked with an asterisk (\) are considered priority items and are needed by February 10, 2025*, to enable C&H and Crescent Harbor to finalize the credit agreement term sheet and commence drafting of definitive documentation. Your prompt attention to these priority items is especially appreciated.

Supplemental Requests. This Request List is not intended to be exhaustive. C&H reserves the right to issue supplemental or follow-up requests as the due diligence review progresses and as additional issues are identified. Any such supplemental requests will be communicated through the same channels and will reference the item numbering of this Request List where applicable.

SECTION I: CORPORATE AND ORGANIZATIONAL DOCUMENTS

A. Certificates of Formation / Incorporation

1. Certified copy of the Certificate of Incorporation (or Certificate of Formation, as applicable) and all amendments, restatements, and certificates of correction thereto, for each Loan Party, as follows:

(a) Nexford Industrial Holdings Inc. — Delaware corporation; Delaware Secretary of State File No. 5765432;

(b) Granite Peak NIH Holdings, LLC — Delaware limited liability company; Delaware Secretary of State File No. 7234891;

(c) Nexford Precision Components, Inc. — Delaware corporation;

(d) Nexford Engineered Systems, LLC — Delaware limited liability company;

(e) Nexford Coatings & Surface Technologies, Inc. — Delaware corporation;

(f) Nexford Manufacturing Services, LLC — Illinois limited liability company;

(g) Nexford Properties, LLC — Delaware limited liability company;

(h) Nexford International Holdings, Inc. — Delaware corporation;

(i) Clearfield Tool & Die, Inc. — Pennsylvania corporation;

(j) Summit Industrial Fabrication Co. — South Carolina corporation;

(k) Ridgepoint Specialty Coatings, LLC — Texas limited liability company; and

(l) Lakeshore Precision Engineering, Inc. — Michigan corporation.

For Delaware entities, please provide copies certified by the Delaware Secretary of State within thirty (30) days of the closing date. For entities organized in other jurisdictions, please provide copies certified by the applicable secretary of state or department of state. If certified copies are not immediately available, uncertified copies may be provided initially, with certified copies to follow prior to closing.

2. Certified copies of the organizational documents (including articles of incorporation, articles of amalgamation, certificates of continuance, or equivalent formation documents) for each foreign subsidiary of the Nexford Group:

(a) Nexford Canada Holdings ULC — British Columbia unlimited liability company; and

(b) Nexford Canada Manufacturing, Inc. — Ontario corporation.

B. Bylaws / LLC Agreements / Partnership Agreements

3.\* Current bylaws (for corporations), limited liability company operating agreements (for LLCs), or partnership agreements (for partnerships), as applicable, together with all amendments, restatements, and supplements thereto, for each Loan Party and each subsidiary of the Nexford Group. Please include any side letters, waivers, or modifications that alter the governance, distribution, or voting provisions of such organizational documents.

4.\* The Amended and Restated Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC (or, if not amended and restated, the original LLC Agreement), including all side letters, letter agreements, amendments, supplements, and any equity contribution or capital commitment agreements among the members of Holdings, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP. Please include any provisions relating to restrictions on fundamental changes, distributions, incurrence of indebtedness, or granting of liens by Holdings or its subsidiaries.

C. Good Standing Certificates

5.\* Current good standing certificates (or certificates of status, existence, or compliance, as applicable) for each Loan Party from (i) the jurisdiction of organization of such entity and (ii) each jurisdiction in which such entity is qualified or authorized to do business as a foreign entity. Good standing certificates should be dated no earlier than thirty (30) days prior to the anticipated closing date. For purposes of this initial request, certificates dated on or after January 15, 2025, are acceptable, with updated certificates to be obtained closer to closing.

Specifically, the following good standing certificates are requested:

(a) Delaware Secretary of State — for Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, Nexford International Holdings, Inc., and any other Delaware-organized entity;

(b) Illinois Secretary of State — for Nexford Manufacturing Services, LLC and any Nexford Group entity qualified to do business in Illinois;

(c) Pennsylvania Department of State — for Clearfield Tool & Die, Inc. and any Nexford Group entity qualified to do business in Pennsylvania;

(d) South Carolina Secretary of State — for Summit Industrial Fabrication Co. and any Nexford Group entity qualified to do business in South Carolina;

(e) Texas Secretary of State — for Ridgepoint Specialty Coatings, LLC and any Nexford Group entity qualified to do business in Texas;

(f) Michigan Department of State — for Lakeshore Precision Engineering, Inc. and any Nexford Group entity qualified to do business in Michigan;

(g) British Columbia (Ministry of Finance or BC Registry Services) — for Nexford Canada Holdings ULC; and

(h) Ontario (Ontario Business Registry / ServiceOntario) — for Nexford Canada Manufacturing, Inc.

D. Foreign Qualifications

6. A comprehensive list of all jurisdictions in which each entity in the Nexford Group is qualified, registered, or authorized to do business as a foreign entity, together with copies of all certificates of authority, foreign qualification filings, or comparable registrations. Please also identify any jurisdictions in which any Nexford Group entity conducts business but has not obtained a foreign qualification, and any jurisdictions in which a qualification is pending or has lapsed.

E. Board / Manager Minutes and Resolutions

7. Minutes of all meetings (whether regular or special) and copies of all written consents in lieu of meetings of the board of directors (or, for LLCs, the managers or managing members) for the past three (3) years (i.e., from January 1, 2022, through the date hereof) for:

(a) Nexford Industrial Holdings Inc.; and

(b) Granite Peak NIH Holdings, LLC.

Please include all attachments, exhibits, and supporting materials referenced in such minutes or consents.

8.\* Copies of the resolutions of the board of directors of Nexford Industrial Holdings Inc. adopted on or about January 13, 2025, authorizing the entry into the proposed $1,400,000,000 Term Loan B refinancing transaction, the dividend recapitalization distribution of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, the execution and delivery of the definitive credit agreement, security documents, and ancillary transaction documents, and the appointment of officers authorized to negotiate, execute, and deliver such documents on behalf of Nexford.

9.\* Copies of the resolutions (or written consents) of the managers or members of Granite Peak NIH Holdings, LLC authorizing the execution and delivery of the Holdings Guarantee and the pledge of 100% of the equity interests in Nexford Industrial Holdings Inc. in favor of the Collateral Agent, including any required consents or approvals of Granite Peak Capital Fund IV, LP or GP Fund IV Co-Invest, LP.

10. Copies of the resolutions of the board of directors (or managers or members, as applicable) of each Subsidiary Guarantor authorizing the execution and delivery of the subsidiary guarantee, the security agreement, and any related collateral documents. If such resolutions have not yet been adopted, please confirm that they will be adopted prior to the anticipated closing date of March 28, 2025, and provide draft resolutions for C&H's review when available.

F. Shareholder / Member Agreements

11. Copies of all shareholders' agreements, member agreements, voting agreements, voting trusts, registration rights agreements, investor rights agreements, co-sale agreements, rights of first refusal agreements, preemptive rights agreements, tag-along/drag-along agreements, or similar arrangements relating to the equity interests of Nexford Industrial Holdings Inc. or Granite Peak NIH Holdings, LLC, including any agreements among Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, and management investors.

12. Copies of all management equity plans, equity incentive plans, unit purchase plans, stock option plans, restricted stock plans, profits interest plans, phantom equity plans, stock appreciation rights plans, and any management stockholders' agreements, subscription agreements, or equity grant agreements in effect for any entity in the Nexford Group. Please include plan documents, form award agreements, grant schedules, vesting schedules, and any amendments or supplements thereto.

G. Corporate Organization Chart

13.\* A complete and current corporate organization chart showing the entire Nexford Group, starting from the ultimate fund-level owners — Granite Peak Capital Fund IV, LP (92% owner of Holdings) and GP Fund IV Co-Invest, LP (8% owner of Holdings) — through Granite Peak NIH Holdings, LLC, to Nexford Industrial Holdings Inc., and then to each direct and indirect subsidiary of Nexford, including all domestic subsidiaries and foreign subsidiaries. The chart should clearly depict:

(a) the percentage of equity ownership at each level (both voting and economic, if different);

(b) the type of equity interest held (e.g., common stock, preferred stock, membership interests, partnership interests);

(c) any minority interests or interests held by persons other than the immediate parent entity; and

(d) any intercompany note or loan relationships that are relevant to the collateral structure.

14. For each entity depicted on the organization chart, please identify:

(a) the jurisdiction of organization (state or province and country);

(b) the entity type (corporation, LLC, ULC, limited partnership, etc.);

(c) the Employer Identification Number (EIN) or tax identification number (or, for Canadian entities, the Business Number); and

(d) whether the entity is a proposed Loan Party (Borrower, Holdings Guarantor, or Subsidiary Guarantor).

H. Stock / Equity Records

15. Stock ledgers, membership interest ledgers, partnership interest records, or equivalent ownership records for each entity in the Nexford Group, reflecting the current ownership of all outstanding equity interests from the date of formation or acquisition (as applicable) through the date hereof.

16. Copies of all outstanding stock certificates, unit certificates, or other evidence of equity ownership for each entity in the Nexford Group, together with copies of any executed stock powers, blank stock powers, membership interest transfer instruments, or irrevocable proxies. For entities whose equity interests are to be pledged to the Collateral Agent, please confirm whether the equity interests are certificated or uncertificated and whether any restrictions on transfer are noted on the face of the certificates.

17. Records of any equity issuances, redemptions, repurchases, transfers, conversions, or recapitalizations involving equity interests of any entity in the Nexford Group during the past five (5) years (i.e., from January 1, 2020, through the date hereof), including copies of all subscription agreements, purchase agreements, redemption agreements, and any related board or member resolutions.

I. Incumbency. 18.\* A current list of all directors, managers, officers, and authorized signatories for each Loan Party, including names, titles, and specimen signatures. This information will be used to prepare incumbency certificates for delivery at closing.

J. Registered Agents

19. A list of the registered agents and registered offices for each entity in the Nexford Group in each jurisdiction of organization and each jurisdiction of foreign qualification. Please note that C&H understands that Nexford Industrial Holdings Inc. and Granite Peak NIH Holdings, LLC currently use Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801, as their registered agent in the State of Delaware. Please confirm and identify the registered agents for all other entities and jurisdictions.

SECTION II: EXISTING DEBT AND CREDIT FACILITIES

A. Existing Credit Agreement

20.\* Complete copies of the existing Credit Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, including:

(a) the original Credit Agreement dated as of June 14, 2019;

(b) the First Amendment to Credit Agreement dated as of March 20, 2020;

(c) the Second Amendment to Credit Agreement dated as of November 8, 2021;

(d) the Third Amendment to Credit Agreement dated as of April 15, 2023; and

(e) the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (which, among other things, waived the applicable prepayment premium in connection with the proposed refinancing).

Please provide complete, fully executed copies of each such document, including all signature pages.

21. All schedules, exhibits, and annexes to the Existing Credit Agreement, including (without limitation) the schedule of commitments and lenders, the schedule of existing liens, the schedule of existing indebtedness, the schedule of material agreements, the form of compliance certificate, the form of borrowing request, the form of assignment and assumption, and all other schedules delivered on the closing date or updated pursuant to any amendment.

22. Copies of all compliance certificates, borrowing base certificates (if applicable), financial reporting (including annual and quarterly financial statements), and officer's certificates delivered by the Borrower to the Administrative Agent under the Existing Credit Agreement for the past two (2) years (i.e., from January 1, 2023, through the date hereof). Please include any accompanying financial statements, schedules, or supporting documentation delivered therewith.

23. Copies of any waiver letters, consent letters, amendment requests, or forbearance agreements (whether granted, denied, or pending) delivered or received under the Existing Credit Agreement during the term thereof. Please also identify any defaults or events of default that have occurred under the Existing Credit Agreement, whether or not subsequently waived or cured.

B. Existing Security and Collateral Documents

24.\* Copies of all security documents and collateral agreements delivered in connection with the Existing Credit Agreement, including (without limitation):

(a) the Security Agreement (or Pledge and Security Agreement);

(b) the Guaranty Agreement;

(c) any joinder agreements executed by Subsidiary Guarantors acquired after the closing date;

(d) any intellectual property security agreements (trademark, patent, or copyright security agreements);

(e) all deposit account control agreements (DACAs) with depository banks;

(f) all securities account control agreements with securities intermediaries; and

(g) any collateral access agreements with landlords, warehousemen, or bailees.

25. Copies of all UCC-1 financing statements (and any UCC-3 amendments, continuations, or terminations) filed in connection with the Existing Credit Agreement, including evidence of filing in the following jurisdictions:

(a) Delaware Secretary of State;

(b) Illinois Secretary of State;

(c) Pennsylvania Department of State;

(d) South Carolina Secretary of State;

(e) Texas Secretary of State; and

(f) Michigan Department of State (or Department of Licensing and Regulatory Affairs).

Please include copies of file-stamped financing statements and any acknowledgment receipts from the applicable filing offices.

26. Copies of all mortgages, deeds of trust, assignments of leases and rents, and fixture filings granted under the Existing Credit Agreement, together with evidence of recordation in the applicable county recording offices. Please identify each property encumbered, the recording information (book, page, instrument number, and date of recordation), and the amount of the secured obligations referenced therein.

27. Copies of all intercreditor agreements, subordination agreements, or lien priority agreements currently in effect, including (without limitation) any intercreditor agreement between Atlas Meridian Bank, N.A. (as first lien agent) and any second lien or mezzanine lender, and any intercreditor or equal priority arrangements with the trustee under the Senior Unsecured Notes indenture.

C. Senior Unsecured Notes

28.\* Complete copy of the Indenture dated as of November 8, 2021 (the "Notes Indenture"), among Nexford Industrial Holdings Inc., as Issuer, the Guarantors party thereto, and Pinnacle Trust Company, as Trustee, relating to the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Notes"), together with all supplemental indentures, amendments, or modifications thereto. Please include the form of Note and all exhibits to the Notes Indenture.

29. Copies of all compliance certificates, officer's certificates, opinions of counsel, notices (including notices of default or event of default, if any), and other documents delivered by the Issuer or the Guarantors to the Trustee under the Notes Indenture from the date of issuance through the date hereof.

30. Copies of any requests for waiver, consent, or supplemental indenture, whether pending, granted, or denied, under the Notes Indenture. Please also identify any defaults or events of default that have occurred under the Notes Indenture, whether or not subsequently cured or waived, and confirm whether the proposed refinancing and dividend recapitalization will require any consent, waiver, or supplemental indenture under the Notes Indenture.

D. Other Indebtedness

31. A comprehensive schedule of all other outstanding indebtedness (both funded and unfunded, contingent and non-contingent) of each entity in the Nexford Group as of the most recent practicable date, including:

(a) capital leases and finance leases (as classified under ASC 842);

(b) purchase money obligations and conditional sale agreements;

(c) letters of credit (outstanding face amounts and available undrawn amounts), including the issuing bank, beneficiary, and expiration date of each;

(d) guarantees given by any Nexford Group entity in respect of obligations of third parties (including affiliates);

(e) intercompany loans, advances, and notes payable and receivable among Nexford Group entities;

(f) any off-balance-sheet financing arrangements, including securitization facilities, factoring programs, supply chain financing, sale-leaseback arrangements, or synthetic lease structures; and

(g) any other obligations that would constitute "Indebtedness" under the proposed credit agreement.

32. Copies of all promissory notes, loan agreements, note purchase agreements, credit facilities, or similar instruments evidencing indebtedness of any Nexford Group entity in an aggregate principal amount in excess of $1,000,000 (individually or in a series of related transactions with the same counterparty).

33. Copies of all outstanding intercompany notes, loan agreements, and related documentation between Nexford and its subsidiaries. Please note that, to the extent required by the credit agreement, intercompany notes owed by Subsidiary Guarantors to the Borrower (or vice versa) may be required to be pledged to the Collateral Agent pursuant to the Security Agreement.

E. Payoff Information

34.\* Estimated payoff amounts, as of the anticipated closing date of March 28, 2025, for:

(a) the existing first lien term loan under the Existing Credit Agreement, currently estimated at $879,375,000 (comprising $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest through the anticipated closing date); and

(b) the existing revolving credit facility under the Existing Credit Agreement, which has $0 in outstanding borrowings and the commitment under which is expected to be terminated at closing (please confirm whether any letters of credit are outstanding under the revolving facility and, if so, arrangements for their backstopping or replacement).

Please also identify any prepayment premiums, breakage costs, exit fees, or other amounts that would be payable in connection with the repayment and termination of the Existing Credit Agreement.

35. Contact information for the appropriate representative at Atlas Meridian Bank, N.A. for coordination of the payoff letter and lien release documentation. C&H understands that the primary contact is:

Sandra Vickers Managing Director, Portfolio Management Atlas Meridian Bank, N.A. 500 Liberty Avenue Pittsburgh, PA 15222

Please confirm and provide telephone and email contact information. Please also identify the counsel to Atlas Meridian Bank, N.A. who will be responsible for preparing or reviewing the payoff letter, lien releases, UCC-3 termination statements, and mortgage discharges.

SECTION III: FINANCIAL INFORMATION

A. Audited Financial Statements

36.\* Audited consolidated financial statements of Nexford Industrial Holdings Inc. for the three most recently completed fiscal years, comprising:

(a) fiscal year ended December 31, 2022;

(b) fiscal year ended December 31, 2023; and

(c) fiscal year ended December 31, 2024.

Each set of audited financial statements should include the consolidated balance sheet, consolidated statement of operations (income statement), consolidated statement of comprehensive income (loss), consolidated statement of stockholders' equity (or members' equity, as applicable), consolidated statement of cash flows, and all notes to the consolidated financial statements. Financial statements should be as audited by Ashworth & Kendrick LLP (Helen Yamamoto, CPA, Engagement Partner). If the audit for fiscal year ended December 31, 2024 has not yet been completed, please provide the most current draft or, at a minimum, the unaudited financial statements for such period with confirmation of the expected date of audit completion.

37. Copies of the independent auditor's reports (audit opinions) issued by Ashworth & Kendrick LLP for each of the three fiscal years referenced in Item 36 above. Please also provide copies of any management letters, internal control deficiency communications (including material weaknesses or significant deficiencies), or other communications between Ashworth & Kendrick LLP and the audit committee or management of Nexford for each such period.

B. Interim Financial Statements

38. Unaudited interim consolidated financial statements for the most recently completed fiscal quarter(s) not covered by the annual audit, including the consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows. If the audit for fiscal year ended December 31, 2024, is complete, this request may be satisfied by interim statements for any stub period in fiscal year 2025 that has become available.

39. Monthly management financial reports, including management P&L statements, balance sheets, and cash flow summaries, for the trailing twelve months ended December 31, 2024. Please include any management commentary, variance analysis, or flash reports prepared for the board of directors or management team.

C. Budget and Projections

40. The annual operating budget for fiscal year 2025 as approved by the board of directors of Nexford, including revenue, cost of goods sold, operating expenses, capital expenditures, working capital, and cash flow projections, broken down by month and by operating segment where available.

41.\* Multi-year financial projections (minimum five (5) year projection period, i.e., fiscal years 2025 through 2029) prepared by management or by Stonebridge Advisory Group, LLC (Andrew Castellano, Managing Director), as financial advisor for the proposed transaction. Projections should include, at a minimum, projected income statements, balance sheets, and cash flow statements on an annual basis, with quarterly detail for the first two years if available.

42. A detailed summary of all key assumptions underlying the financial projections referenced in Item 41, including (without limitation):

(a) revenue growth rate assumptions, by operating segment and in the aggregate;

(b) gross margin and operating margin assumptions;

(c) capital expenditure plans, distinguishing between maintenance and growth capital expenditures;

(d) working capital assumptions, including days sales outstanding, days inventory outstanding, and days payable outstanding;

(e) assumptions regarding acquisition activity, if any, embedded in the projections;

(f) interest rate and debt service assumptions; and

(g) any other material assumptions regarding market conditions, pricing, raw material costs, or macroeconomic factors.

D. Key Financial Metrics

43.\* Last twelve months ("LTM") financial data as of December 31, 2024, including:

(a) Revenue: $2,100,000,000;

(b) Gross Profit: $672,000,000 (representing a 32.0% gross margin);

(c) Reported EBITDA: $357,000,000;

(d) Adjusted EBITDA: $385,000,000;

(e) Permitted Add-Backs to Reported EBITDA (totaling $28,000,000):

(i) acquisition-related costs: $12,000,000;

(ii) non-recurring restructuring charges: $8,500,000;

(iii) sponsor management fees: $4,500,000; and

(iv) integration costs related to bolt-on acquisitions: $3,000,000;

(f) Capital Expenditures: $78,000,000 (please distinguish between maintenance capex and growth/expansion capex).

Please provide supporting documentation and detailed calculations for the Adjusted EBITDA reconciliation, including identification of each individual item comprising the permitted add-backs.

44. A breakdown of revenue and EBITDA (both reported and adjusted) by operating segment for the LTM period ended December 31, 2024:

(a) Precision Components — approximately 52% of total revenue;

(b) Engineered Systems — approximately 31% of total revenue; and

(c) Industrial Coatings & Surface Technologies — approximately 17% of total revenue.

Please also provide historical segment-level revenue and EBITDA data for fiscal years 2022 and 2023 for comparison purposes.

45. Cash and cash equivalents as of the most recent date available. C&H understands that the pro forma cash balance at closing is estimated at approximately $100,000,000 after giving effect to the application of Term Loan B proceeds. Please provide the actual cash balance as of the most recent month-end.

E. Capitalization. 46.\* A current capitalization table for the Nexford Group reflecting the capital structure as of the most recent practicable date (pre-transaction), together with a pro forma capitalization table reflecting the capital structure after giving effect to the proposed transaction, including the $1,400,000,000 Term Loan B, the repayment of the existing first lien term loan, the dividend distribution, and the payment of transaction fees and expenses.

47. A detailed sources and uses table for the $1,400,000,000 Term Loan B, confirming the following allocation of proceeds: