1005-00001 · Nexford Industrial Holdings · Diligence

memo-ip-lien-search-results.docx DOCUMENT Finance & Banking

54 / 157 ← → ✕

Contract analysis Extract to table

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

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

MEMORANDUM

February 19, 2025

TO: Claudia Merritt, Responsible Partner, Banking & Finance Marcus Leung, Lead Associate, Banking & Finance

FROM: Sophie Tremblay, Working Associate, Banking & Finance

RE: intellectual Property Lien Search Results — Nexford Industrial Holdings Inc. and Subsidiaries

MATTER: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

MATTER NO.: 1005-00001

CLIENT/MATTER CODE: IBL-NIH-2025-031

I. Executive Summary

The purpose of this memorandum is to summarize the results of lien and encumbrance searches conducted at the United States Patent and Trademark Office (the "USPTO") and the U.S. Copyright Office for recorded security interests, liens, assignments, and other encumbrances against the registered intellectual property of Nexford Industrial Holdings Inc., a Delaware corporation, and its domestic subsidiaries (collectively, the "Loan Parties"). A complete list of the Loan Parties whose intellectual property portfolios were searched is set forth in Section II.A below.

These searches were conducted in connection with the proposed $1,400,000,000 senior secured Term Loan B facility (the "New Term Loan Facility") to be entered into by and among Nexford Industrial Holdings Inc. (the "Borrower"), the subsidiary guarantors party thereto, the lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent"). As contemplated by the transaction documents, the intellectual property of the Loan Parties (including all U.S. patents, patent applications, trademark registrations, trademark applications, copyright registrations, and related rights) will form a material component of the first-priority security interest to be granted in favor of the Agent under the Security Agreement and the intellectual Property Security Agreement (collectively, the "Security Documents") being prepared in connection with the closing of the New Term Loan Facility.

Overall Finding. Our search results are clean. All existing recorded security interests identified at the USPTO and the U.S. Copyright Office are in favor of Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Collateral Agent under the existing Credit Agreement dated as of June 14, 2019 (as amended by that certain First Amendment to Credit Agreement dated as of March 15, 2021, the Second Amendment to Credit Agreement dated as of August 9, 2022, and the Third Amendment to Credit Agreement dated as of November 3, 2023, collectively, the "Existing Credit Agreement"). The Existing Credit Agreement governs the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility (collectively, the "Existing Facilities"), both of which are being refinanced and repaid in full as part of the proposed transaction.

All recorded security interests in favor of Atlas Meridian will need to be released and terminated at or prior to the closing of the New Term Loan Facility, currently targeted for on or about March 28, 2025 (the "Closing Date"), as a condition precedent to the effectiveness of the new credit facility and the perfection of the Agent's first-priority security interest in the Loan Parties' intellectual property collateral. Other than the Atlas Meridian security interests and certain routine inter-entity assignments recorded in connection with acquisitions completed by the Nexford group, no other third-party liens, adverse claims, or encumbrances were identified against the registered intellectual property of any Loan Party. Specific details regarding the existing recorded security interests and the actions required at closing are set forth in Sections IV and V below.

II. Scope of Searches

A. Entities Searched

The following entities constitute the Loan Parties whose registered intellectual property portfolios were searched in connection with this memorandum. The entity names, jurisdictions of organization, and other identifying information set forth below are based on the organizational documents and corporate structure charts provided by the Borrower in response to our due diligence request list dated February 4, 2025.

1. Nexford Industrial Holdings Inc. — a Delaware corporation (EIN 36-4178552); the Borrower under the New Term Loan Facility and the parent operating company of the Nexford group.

2. Nexford Precision Components, Inc. ("NPC") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Precision Components business segment.

3. Nexford Engineered Systems, LLC ("NES") — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Engineered Systems business segment.

4. Nexford Coatings & Surface Technologies, Inc. ("NCST") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Industrial Coatings & Surface Technologies business segment.

5. Nexford Manufacturing Services, LLC — a limited liability company organized under the laws of the State of Illinois; a wholly-owned subsidiary of the Borrower providing shared manufacturing and operational support services to the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.

6. Nexford Properties, LLC — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower holding certain real property assets of the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.

7. Nexford International Holdings, Inc. — a Delaware corporation; the controlled foreign corporation ("CFC") holding company for the Borrower's Canadian subsidiaries. No registered intellectual property was expected for this entity; the search was conducted for completeness.

8. Clearfield Tool & Die, Inc. — a Pennsylvania corporation; acquired by the Borrower in 2021 and operated as a subsidiary within the Precision Components business segment.

9. Summit Industrial Fabrication Co. — a South Carolina corporation; acquired by the Borrower in 2022 and operated as a subsidiary within the Engineered Systems business segment.

10. Ridgepoint Specialty Coatings, LLC — a Texas limited liability company; acquired by the Borrower in 2023 and operated as a subsidiary within the Industrial Coatings & Surface Technologies business segment.

11. Lakeshore Precision Engineering, Inc. — a Michigan corporation; acquired by the Borrower in 2024 and operated as a subsidiary within the Precision Components business segment.

Entities Not Searched. The following entities were excluded from the scope of the searches for the reasons indicated:

• Nexford Canada Holdings ULC (an unlimited liability company organized under the laws of the Province of Alberta, Canada) and Nexford Canada Manufacturing, Inc. (a corporation organized under the laws of the Province of Ontario, Canada) — these are the Borrower's foreign subsidiaries and are not Loan Parties under the New Term Loan Facility. They are not granting security interests under the Security Documents, and their intellectual property is not included in the collateral package. Accordingly, searches at the USPTO and U.S. Copyright Office for these entities were not conducted. To the extent that these entities hold Canadian intellectual property registrations, a separate analysis under applicable Canadian law would be required, which is outside the scope of this memorandum. See Section VI, Item 4 below.

• Granite Peak NIH Holdings, LLC (a Delaware limited liability company) — Granite Peak is the direct parent of the Borrower and serves as the Holdings Guarantor under the transaction documents. Granite Peak does not hold any registered intellectual property and was therefore excluded from the scope of the IP lien searches. Granite Peak's guarantee obligations and the pledge of its equity interests in the Borrower are addressed separately in the Security Agreement and the Pledge Agreement.

B. Databases Searched

The following databases and public records systems were searched:

1. USPTO Patent Assignment Database (Assignment Search, https://assignment.uspto.gov) — searched by assignee/owner name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. patents and patent applications held by each Loan Party.

2. USPTO Trademark Assignment Database (Trademark Status and Document Retrieval ("TSDR") / Trademark Electronic Application System ("TEAS"), accessible via https://tsdr.uspto.gov) — searched by owner/assignee name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. trademark registrations and trademark applications held by each Loan Party.

3. U.S. Copyright Office Records (Copyright Office Public Catalog and recorded document database, accessible via https://www.copyright.gov/records/) — searched by claimant/owner name to identify all recorded security interests, transfers, assignments, and other documents affecting U.S. copyright registrations held by each Loan Party.

All searches were conducted on or about February 17–18, 2025, and the results set forth in this memorandum are current as of those dates. We note that there may be a time lag between the date a document is submitted for recording and the date it appears in the publicly accessible records of the USPTO and the U.S. Copyright Office. Accordingly, it is possible that documents submitted for recording shortly before or on the dates of our searches may not yet appear in the search results. As discussed in Section VI, Item 3 below, we recommend conducting updated bring-down searches closer to the Closing Date to confirm that no intervening filings or liens have been recorded.

C. Search Parameters

For each entity listed in Section II.A above, our searches were conducted using the following parameters and methodologies:

• Current legal names. Each entity was searched under its current legal name as reflected in its certificate of incorporation, certificate of formation, or other organizational documents, as applicable.

• Former legal names. Where applicable, searches were also conducted under any former legal names of the entity, as identified in the organizational documents or disclosed by Nexford in its responses to the due diligence request list. For example, Clearfield Tool & Die, Inc. was searched under its current name as well as its pre-acquisition name (which was the same), and Summit Industrial Fabrication Co. was searched under its current name as well as any d/b/a names identified in its organizational records.

• Trade names and d/b/a names. Known trade names and "doing business as" names were searched where applicable, to the extent identified in the due diligence materials provided by the Borrower.

• Cross-referencing. All search results were cross-referenced against (i) the organizational documents and corporate structure charts provided by the Borrower, (ii) the preliminary intellectual property schedules provided by David Engstrom, General Counsel of Nexford, in response to Item 7.1 of the due diligence request list issued February 4, 2025, and (iii) the existing Security Agreement and intellectual Property Security Agreement filed in connection with the Existing Credit Agreement (copies of which were provided by Atlas Meridian's counsel, Davis & Calloway LLP, on February 10, 2025).

III. Summary of Registered intellectual Property Portfolio

Set forth below is a summary of the registered intellectual property portfolio of each Loan Party, as reflected in the records of the USPTO and the U.S. Copyright Office as of the dates of our searches. A summary table organized by entity is attached as Appendix B to this memorandum.

A. Patents and Patent Applications (USPTO)

The Loan Parties collectively hold approximately 67 active U.S. utility patents and 11 pending U.S. patent applications registered at or filed with the USPTO. The patents and applications span the Borrower's three core operating segments — Precision Components, Engineered Systems, and Industrial Coatings & Surface Technologies — and generally relate to precision machining processes, proprietary tooling and machining methods, engineered systems components, industrial and specialty coating formulations, and related manufacturing technologies. The breakdown by entity is as follows:

• Nexford Industrial Holdings Inc. is the registered owner and assignee of record for approximately 37 active U.S. utility patents and 8 pending U.S. patent applications. These patents and applications relate primarily to precision machining processes, engineered systems components, surface coating technologies, and certain proprietary manufacturing methods that are deployed across the Nexford group's operating divisions. The Borrower appears to be the primary centralized holder of the group's patent portfolio, with individual subsidiaries holding patents specific to their respective business lines.

• Nexford Precision Components, Inc. holds 12 active U.S. utility patents relating to proprietary tooling, cutting tool geometries, and advanced machining methods used in the Precision Components business segment. No pending patent applications were identified for NPC as of the search date.

• Nexford Engineered Systems, LLC holds 6 active U.S. utility patents relating to engineered systems components, including proprietary valve assemblies, fluid transfer systems, and modular manufacturing equipment. No pending patent applications were identified for NES as of the search date.

• Nexford Coatings & Surface Technologies, Inc. holds 4 active U.S. utility patents and 2 pending U.S. patent applications. The patents and pending applications relate to proprietary industrial coating formulations, surface treatment processes, and application methods for high-performance coatings used in the aerospace and defense, automotive, and energy sectors.

• Clearfield Tool & Die, Inc. holds 3 active U.S. utility patents relating to precision die-casting technologies and custom tooling methods. These patents were originally assigned to Clearfield prior to its acquisition by the Borrower in 2021 and remain registered in Clearfield's name as the assignee of record following the acquisition. Inter-entity assignment records reflecting the Borrower's acquisition of Clearfield are on file with the USPTO and were identified during our searches.

• Summit Industrial Fabrication Co. holds 2 active U.S. utility patents relating to industrial fabrication techniques and welding processes. These patents were originally assigned to Summit prior to its acquisition by the Borrower in 2022 and remain registered in Summit's name.

• Ridgepoint Specialty Coatings, LLC holds 2 active U.S. utility patents and 1 pending U.S. patent application relating to specialty coating formulations and application technologies, which were assigned to Ridgepoint prior to its acquisition by the Borrower in 2023 and remain registered in Ridgepoint's name.

• Lakeshore Precision Engineering, Inc. holds 1 active U.S. utility patent relating to a proprietary precision grinding methodology. This patent was assigned to Lakeshore prior to its acquisition by the Borrower in 2024 and remains registered in Lakeshore's name.

• Nexford Manufacturing Services, LLC, Nexford Properties, LLC, and Nexford International Holdings, Inc. do not hold any registered patents or pending patent applications at the USPTO. This is consistent with the roles of these entities within the Nexford corporate structure (shared services, real property holding, and foreign subsidiary holding company, respectively).

B. Trademarks (USPTO)

The Loan Parties collectively hold approximately 17 active U.S. trademark registrations at the USPTO. The trademark portfolio is primarily concentrated at the parent company level, with the Borrower holding the principal corporate and product-line marks. The breakdown by entity is as follows:

• Nexford Industrial Holdings Inc. is the registered owner of 14 active U.S. trademark registrations. These include (i) the "NEXFORD" word mark (U.S. Reg. No. to be confirmed), (ii) the "NEXFORD" word and design marks incorporating the company's logo, (iii) product-line marks for each of the three operating segments, including marks used in connection with the Precision Components, Engineered Systems, and Industrial Coatings & Surface Technologies business lines, and (iv) certain additional marks used in connection with marketing, certification, and quality assurance programs. The trademark registrations cover goods and services across multiple international classes, including Classes 7 (machinery and machine tools), 1 (industrial chemicals and coatings), 2 (paints and coatings), 40 (treatment of materials), and 42 (engineering and technical services).

• Clearfield Tool & Die, Inc. holds 2 active U.S. trademark registrations for legacy product marks associated with the Clearfield product line, which continue to be used in commerce following the 2021 acquisition. These marks are registered in Clearfield's name and were not reassigned to the Borrower following the acquisition.

• Lakeshore Precision Engineering, Inc. holds 1 active U.S. trademark registration for the "LAKESHORE" product mark used in connection with precision engineering services. This mark was retained in Lakeshore's name following the 2024 acquisition.

• The trademark rights of the other subsidiaries are either held by or have been assigned to Nexford Industrial Holdings Inc. as the centralized owner and licensor of the group's trademark portfolio. Specifically, trademarks previously held by Summit Industrial Fabrication Co. and Ridgepoint Specialty Coatings, LLC appear to have been assigned to the Borrower in connection with or following their respective acquisitions. The inter-entity assignment records reflecting these transfers are on file with the USPTO.

C. Copyright Registrations (U.S. Copyright Office)

The Loan Parties collectively hold approximately 7 copyright registrations on file with the U.S. Copyright Office. The breakdown by entity is as follows:

• Nexford Industrial Holdings Inc. has 5 copyright registrations on file. These registrations cover (i) proprietary software code for the company's NexControl™ manufacturing control and automation systems (3 registrations), and (ii) certain technical publications and employee training manuals relating to the company's precision manufacturing processes and safety protocols (2 registrations). The software registrations are of particular note, as the NexControl™ system is identified in the Borrower's investor presentation materials as a key differentiator and proprietary technology platform deployed across the Nexford group's manufacturing facilities.

• Nexford Engineered Systems, LLC has 2 copyright registrations for engineering design software modules used in the Engineered Systems business segment. These registrations cover proprietary CAD/CAM design modules and simulation tools developed internally by NES.

• No other Loan Parties have registered copyrights on file with the U.S. Copyright Office. This is not unusual, as copyright registration is voluntary under U.S. law (although it is a prerequisite to the filing of an infringement action for U.S. works and, as noted below, is relevant to the perfection of security interests in copyrights). The Loan Parties may hold unregistered copyrights in additional software, technical documentation, marketing materials, and other works of authorship, which would be covered as general intangibles under the Security Agreement and perfected by UCC-1 filing rather than by recording at the Copyright Office.

IV. Existing Recorded Security Interests and Liens

A. Security Interests in Favor of Atlas Meridian Bank, N.A.

The following recorded security interests in favor of Atlas Meridian Bank, N.A., as Collateral Agent under the Existing Credit Agreement, were identified in the records of the USPTO and the U.S. Copyright Office. These are the only recorded security interests or liens identified against the registered intellectual property of any Loan Party. A summary table is attached as Appendix A to this memorandum.

1. USPTO — Patent Security Agreement. Document: intellectual Property Security Agreement (Patents), dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, and Nexford Coatings & Surface Technologies, Inc. (collectively, the "Original Patent Grantors"), as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.

Reel/Frame: Reel/Frame reference to be confirmed from USPTO Assignment Database records. We have requested the specific reel and frame numbers from Davis & Calloway LLP (Atlas Meridian's counsel) and will supplement this memorandum upon receipt.

Recording Date: June 18, 2019.

Scope of Coverage: The Patent Security Agreement, as originally recorded, covers all then-existing U.S. patents, U.S. patent applications, and all related rights (including all reissues, continuations, continuations-in-part, divisionals, extensions, renewals, and improvements thereof, together with all proceeds and products of the foregoing) of the Original Patent Grantors. The patents covered by the original recording are identified in a schedule attached to the recorded instrument.

Supplemental Recordings: Our searches identified four supplemental recordings filed at the USPTO to add additional patents and patent applications to the scope of the Patent Security Agreement, as follows:

(a) 2021 Supplement — A supplemental recording was filed following the Borrower's acquisition of Clearfield Tool & Die, Inc. in 2021, adding the 3 U.S. patents held by Clearfield to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Clearfield Tool & Die, Inc. as an additional grantor.

(b) 2022 Supplement — A supplemental recording was filed following the Borrower's acquisition of Summit Industrial Fabrication Co. in 2022, adding the 2 U.S. patents held by Summit to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Summit Industrial Fabrication Co. as an additional grantor.

(c) 2023 Supplement — A supplemental recording was filed following the Borrower's acquisition of Ridgepoint Specialty Coatings, LLC in 2023, adding the 2 U.S. patents and 1 pending application held by Ridgepoint to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Ridgepoint Specialty Coatings, LLC as an additional grantor.

(d) 2024 Supplement — A supplemental recording was filed following the Borrower's acquisition of Lakeshore Precision Engineering, Inc. in 2024, adding the 1 U.S. patent held by Lakeshore to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Lakeshore Precision Engineering, Inc. as an additional grantor.

Each supplemental recording was made in the name of Atlas Meridian Bank, N.A. as Collateral Agent. The recording of these supplements is consistent with the joinder and additional grantor provisions typically found in credit agreements and security agreements of this type, and reflects the requirement under the Existing Credit Agreement that intellectual property acquired by newly-formed or newly-acquired subsidiaries be added to the collateral package within the applicable time period following acquisition.

2. USPTO — Trademark Security Agreement. Document: Trademark Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and certain of its subsidiaries, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.

Recording Date: June 18, 2019.

Scope of Coverage: The Trademark Security Agreement, as originally recorded, covers all then-existing U.S. trademark registrations, U.S. trademark applications, and all related rights (including the goodwill of the business connected with the use of, and symbolized by, such trademarks, together with all proceeds and products of the foregoing) of the grantors named therein. The trademarks covered by the original recording are identified in a schedule attached to the recorded instrument and include the principal "NEXFORD" marks and product-line marks registered in the name of Nexford Industrial Holdings Inc.

Supplemental Recordings: Our searches identified two supplemental recordings filed at the USPTO to add trademarks of acquired subsidiaries to the scope of the Trademark Security Agreement:

(a) 2021 Supplement — A supplemental recording was filed following the acquisition of Clearfield Tool & Die, Inc., adding the 2 U.S. trademark registrations held by Clearfield to the scope of the Trademark Security Agreement and naming Clearfield as an additional grantor.

(b) 2024 Supplement — A supplemental recording was filed following the acquisition of Lakeshore Precision Engineering, Inc., adding the 1 U.S. trademark registration held by Lakeshore to the scope of the Trademark Security Agreement and naming Lakeshore as an additional grantor.

We note that no supplemental trademark recordings appear to have been filed in connection with the Summit Industrial Fabrication Co. acquisition (2022) or the Ridgepoint Specialty Coatings, LLC acquisition (2023). This is consistent with our understanding that the trademarks previously held by those entities were assigned to Nexford Industrial Holdings Inc. (and were therefore already covered by the original Trademark Security Agreement) rather than retained in the names of Summit and Ridgepoint, respectively.

3. U.S. Copyright Office — Copyright Security Agreement. Document: Copyright Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and Nexford Engineered Systems, LLC, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.

Volume/Page: Volume and page reference to be confirmed from U.S. Copyright Office recorded document records. We have requested the specific volume and page numbers from Davis & Calloway LLP and will supplement this memorandum upon receipt.

Recording Date: June 20, 2019.

Scope of Coverage: The Copyright Security Agreement covers all then-existing U.S. copyright registrations of Nexford Industrial Holdings Inc. and Nexford Engineered Systems, LLC, together with all related rights, proceeds, and products thereof. The copyright registrations covered are identified in a schedule attached to the recorded instrument.

Supplemental Recordings: No supplemental recordings at the U.S. Copyright Office were identified in connection with the Copyright Security Agreement. This is consistent with the fact that no acquired subsidiaries (Clearfield, Summit, Ridgepoint, or Lakeshore) hold registered copyrights, and no new copyright registrations appear to have been filed by the original grantors subsequent to the initial recording.

B. Other Recorded Interests

Other than the Atlas Meridian security interests described in Section IV.A above, no other security interests, liens, mortgages, pledges, assignments (other than inter-entity assignments described below), or adverse claims were identified in the records of the USPTO or the U.S. Copyright Office against the registered intellectual property of any Loan Party.

Certain inter-entity assignments were identified in the USPTO records, which we summarize as follows:

• Assignments reflecting the transfer of patents and/or trademarks from the founders, inventors, or prior owners of Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc. to those entities, in each case in the ordinary course and prior to or in connection with the Borrower's acquisition of such entities.

• Assignments reflecting the assignment of certain trademarks from Summit Industrial Fabrication Co. and Ridgepoint Specialty Coatings, LLC to Nexford Industrial Holdings Inc. following the respective acquisitions of those entities.

• Assignments reflecting the transfer of certain patents from individual inventors (employees of the Nexford group) to Nexford Industrial Holdings Inc. or the applicable subsidiary, in the ordinary course of employment.

These inter-entity and inventor-to-company assignments are routine organizational matters and do not constitute third-party liens or adverse claims against the Loan Parties' intellectual property. We have reviewed these assignments to confirm that they are consistent with the chain of title for each patent and trademark, as reflected in the USPTO records, and that the current registered owner/assignee of record for each asset matches the expected Loan Party. The results of this chain-of-title review are discussed further in Section V.C below.

V. Actions Required at Closing and Post-Closing

A. Release and Termination of Atlas Meridian Liens

At the closing of the New Term Loan Facility on or about March 28, 2025, the Existing Facilities will be repaid in full and terminated. The estimated payoff amount for the existing term loan is approximately $879,375,000 (representing the outstanding principal balance plus accrued and unpaid interest through the anticipated Closing Date). The existing revolving credit facility, which we understand is currently undrawn, will be terminated and all commitments thereunder cancelled. Upon repayment and termination of the Existing Facilities, Atlas Meridian Bank, N.A. is required, pursuant to the terms of the Existing Credit Agreement and applicable law, to release all security interests in the Loan Parties' collateral, including all liens on the Loan Parties' intellectual property.

To effectuate the release and termination of the Atlas Meridian intellectual property security interests, Calderwood & Harkness should obtain from Atlas Meridian Bank, N.A. (or its counsel, Davis & Calloway LLP) duly executed release and termination documents for recording at the USPTO and the U.S. Copyright Office, including the following:

(a) Termination of Patent Security Agreement. A termination or release of the intellectual Property Security Agreement (Patents) dated June 14, 2019, and all supplements thereto (including the 2021, 2022, 2023, and 2024 supplemental recordings), in recordable form suitable for filing at the USPTO. The termination should cover all patents, patent applications, and related rights of all grantors (Nexford Industrial Holdings Inc., NPC, NES, NCST, Clearfield, Summit, Ridgepoint, and Lakeshore).

(b) Termination of Trademark Security Agreement. A termination or release of the Trademark Security Agreement dated June 14, 2019, and all supplements thereto (including the 2021 and 2024 supplemental recordings), in recordable form suitable for filing at the USPTO. The termination should cover all trademark registrations, trademark applications, and related rights of all grantors (Nexford Industrial Holdings Inc., Clearfield, and Lakeshore).

(c) Termination of Copyright Security Agreement. A termination or release of the Copyright Security Agreement dated June 14, 2019, in recordable form suitable for filing at the U.S. Copyright Office. The termination should cover all copyright registrations and related rights of all grantors (Nexford Industrial Holdings Inc. and NES).

These termination and release documents should be delivered at or prior to closing, in escrow if necessary, and should be filed promptly following closing. The target filing date for the IP lien release documents is March 31, 2025, which is consistent with the anticipated timeline for the post-closing UCC-3 termination statement filings in respect of the Atlas Meridian UCC-1 financing statements (addressed separately in the UCC Search Results Summary memorandum).

Coordination with respect to the Atlas Meridian lien release process should be directed through Sandra Vickers, Managing Director, Portfolio Management at Atlas Meridian Bank. The payoff letter and lien release authorization process is being handled by Marcus Leung as part of the payoff workstream. The forms of IP lien release and termination documents should be included within the scope of the lien release authorization letter to be issued by Atlas Meridian (currently identified as Document 119 on the closing checklist). See Section VI, Item 2 below for further discussion.

B. Recording of New Security Interests in Favor of Crescent Harbor Bank, N.A.

Following execution of the intellectual Property Security Agreement in favor of Crescent Harbor Bank, N.A. as Collateral Agent (the "New IP Security Agreement") on the anticipated Closing Date of March 28, 2025, the following documents will need to be prepared and recorded at the applicable federal intellectual property offices:

(a) Patent Security Agreement (USPTO). The New IP Security Agreement (or a short-form patent security agreement extracted therefrom for recording purposes) will need to be recorded at the USPTO, covering all U.S. patents and patent applications of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 67 active U.S. utility patents and 11 pending U.S. patent applications across the following entities: Nexford Industrial Holdings Inc., NPC, NES, NCST, Clearfield, Summit, Ridgepoint, and Lakeshore. A schedule of the covered patents and patent applications, identified by patent number, application number, title, and issue date (or filing date, as applicable), will be attached to the recorded instrument.

(b) Trademark Security Agreement (USPTO). A trademark security agreement (or the trademark-related provisions of the New IP Security Agreement, in recordable form) will need to be recorded at the USPTO, covering all U.S. trademark registrations and trademark applications of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 17 active U.S. trademark registrations across Nexford Industrial Holdings Inc., Clearfield, and Lakeshore. A schedule of the covered trademarks, identified by registration number, mark, international class, and registration date, will be attached to the recorded instrument.

(c) Copyright Security Agreement (U.S. Copyright Office). A copyright security agreement (or the copyright-related provisions of the New IP Security Agreement, in recordable form) will need to be recorded at the U.S. Copyright Office, covering all U.S. copyright registrations of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 7 copyright registrations across Nexford Industrial Holdings Inc. and NES. A schedule of the covered copyrights, identified by registration number, title of work, and registration date, will be attached to the recorded instrument.

Perfection Considerations. While the filing of UCC-1 financing statements provides the primary mechanism for perfecting security interests in intellectual property under Article 9 of the Uniform Commercial Code (as enacted in the applicable jurisdictions), recording at the USPTO and the U.S. Copyright Office serves important additional functions:

• Patents and Trademarks. Recording a patent or trademark security agreement at the USPTO provides constructive notice to subsequent purchasers and mortgagees of the secured party's interest under 35 U.S.C. § 261 (patents) and 15 U.S.C. § 1060 (trademarks). While the prevailing view under current law (as articulated by the Federal Circuit in In re Cybernetic Services, Inc., 252 F.3d 1039 (9th Cir. 2001), and related authority) is that a UCC-1 filing is sufficient to perfect a security interest in patents and trademarks as a matter of Article 9, recording at the USPTO is strongly advisable to establish priority against subsequent bona fide purchasers and to provide the fullest possible protection under federal law.

• Copyrights. For registered copyrights, perfection of a security interest requires recording at the U.S. Copyright Office, as the Copyright Act (17 U.S.C. § 205) has been interpreted by the courts to preempt Article 9 with respect to the perfection of security interests in registered copyrights. See In re Peregrine Entertainment, Ltd., 116 B.R. 194 (C.D. Cal. 1990); In re World Auxiliary Power Co., 303 F.3d 1120 (9th Cir. 2002). While there is some circuit-level variation in the scope of this preemption, the prudent approach — and the approach that we recommend — is to record at the Copyright Office in addition to filing a UCC-1 financing statement.

Recording of the new IP security agreements should be coordinated with the UCC-1 financing statement filings that are being prepared for all Loan Parties in connection with the closing. The UCC-1 filings are identified as Documents 79 through 90 on the closing checklist and are being prepared under the supervision of Marcus Leung with the assistance of Hollowell Technologies as filing agent.

C. Chain of Title Matters

In order to ensure that the Agent's security interest in the Loan Parties' intellectual property is properly perfected and that there are no gaps in the chain of title, the following chain-of-title verification steps should be completed prior to or at closing:

1. Confirm recorded assignments. Confirm that all inter-entity assignments from the acquired companies (Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc.) have been properly recorded at the USPTO, and that the chain of title from the original inventor or prior owner through to the current registered owner/assignee is complete and unbroken for each patent and trademark.

2. Match grantors to registered owners. Confirm that the current registered owner or assignee of record for each patent, patent application, trademark registration, and trademark application matches the entity identified as the grantor for that asset in the schedules to the New IP Security Agreement. Any discrepancies (e.g., a patent that is registered in the name of an acquired entity but is listed in the IP schedule under the parent company, or vice versa) should be identified and resolved prior to closing, either by recording corrective assignments or by updating the IP schedules.

3. Reconciliation schedule. Sophie Tremblay will prepare a detailed reconciliation schedule cross-referencing the IP schedules to be attached as exhibits to the New IP Security Agreement against the USPTO and U.S. Copyright Office records, confirming (i) the completeness of the IP schedules (i.e., that all registered IP identified in the public records is included in the schedules), (ii) the accuracy of the identifying information (patent numbers, registration numbers, titles, etc.), and (iii) that the registered owner/assignee for each asset matches the designated grantor. This reconciliation schedule will be circulated to Claudia Merritt and Marcus Leung for review upon completion.

VI. Open Items and Recommendations

Based on the search results and analysis set forth above, the following open items and recommendations are noted for the attention of the deal team:

1. Obtain IP Schedules from Nexford. We should request from Priya Mehta (Vice President, Treasury & Corporate Finance) and/or David Engstrom (General Counsel) of Nexford a complete, current schedule of all U.S. patents, patent applications, trademark registrations, trademark applications, and copyright registrations held by each Loan Party, organized by entity. This schedule will serve as the basis for the exhibits to the New IP Security Agreement and for the reconciliation exercise described in Section V.C above. The schedule should include, at a minimum, the following information for each asset: (i) the type of IP right (patent, patent application, trademark registration, trademark application, or copyright registration), (ii) the name of the registered owner or assignee, (iii) the registration or application number, (iv) the title or description of the asset, (v) the issue date or registration date (or filing date, for pending applications), and (vi) the current status (active, pending, expired, or abandoned). Deadline: As soon as practicable, and in no event later than the circulation of the first draft of the New IP Security Agreement, which is targeted for on or about March 10, 2025.

2. Atlas Meridian Release Documents. Marcus Leung should coordinate with the payoff letter workstream to ensure that the forms of IP lien release and termination documents (for recording at the USPTO and U.S. Copyright Office) are specifically included within the scope of the lien release authorization letter to be issued by Atlas Meridian Bank, N.A. This authorization letter is identified as Document 119 on the closing checklist. The lien release authorization should expressly authorize Atlas Meridian (or its counsel) to execute and deliver (i) UCC-3 termination statements for all existing UCC-1 financing statements filed in connection with the Existing Facilities, (ii) releases of the Patent Security Agreement and all supplements thereto for recording at the USPTO, (iii) releases of the Trademark Security Agreement and all supplements thereto for recording at the USPTO, and (iv) a release of the Copyright Security Agreement for recording at the U.S. Copyright Office. We should circulate proposed forms of the IP release documents to Davis & Calloway LLP for review and comment no later than two weeks prior to the anticipated Closing Date.

3. Supplemental Searches. We recommend conducting updated "bring-down" searches at the USPTO and U.S. Copyright Office closer to the Closing Date — specifically, on or about March 25–26, 2025 — to confirm that no intervening filings, liens, or adverse claims have been recorded against the Loan Parties' registered intellectual property during the period between the date of the initial searches (February 17–18, 2025) and the Closing Date. These supplemental searches will also serve to confirm that the Atlas Meridian release documents have not been prematurely filed and that no new third-party claims have been asserted. The results of the supplemental searches will be reported to the deal team by separate memorandum or email.

4. Foreign IP. This memorandum does not address foreign intellectual property rights, including any Canadian patents, trademarks, copyrights, or other intellectual property registrations held by Nexford Canada Holdings ULC or Nexford Canada Manufacturing, Inc. Those entities are foreign subsidiaries that are excluded from the guarantee and security package under the New Term Loan Facility and are not Loan Parties. To the extent that the Borrower or the Agent requires a review of the Canadian IP portfolio for informational purposes (e.g., in connection with a negative pledge covenant or a future springing pledge of foreign subsidiary assets), a separate search and analysis under Canadian intellectual property law would be required, which could be coordinated through our Canadian correspondent counsel.

5. Unregistered IP. This memorandum addresses only registered intellectual property — i.e., patents, patent applications, trademark registrations, trademark applications, and copyright registrations that are recorded at or filed with the USPTO or the U.S. Copyright Office. Unregistered intellectual property of the Loan Parties — including trade secrets, proprietary know-how, unregistered copyrights, common law trademarks, domain names, and other intangible rights — will be covered as "general intangibles" under the Security Agreement and will be perfected by the filing of UCC-1 financing statements in the applicable filing offices. No separate recording at the USPTO or U.S. Copyright Office is required or available for unregistered intellectual property rights.

VII. Conclusion

Based on the searches conducted at the USPTO and the U.S. Copyright Office on February 17–18, 2025, the intellectual property lien search results are clean. All recorded security interests identified against the registered intellectual property of the Loan Parties are attributable solely to Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement. These security interests will be released and terminated at or promptly following the closing of the New Term Loan Facility on or about March 28, 2025, in connection with the repayment and termination of the Existing Facilities.

No third-party adverse claims, unexpected liens, or other encumbrances were identified against the registered intellectual property of any Loan Party. The Loan Parties' registered intellectual property portfolio — comprising approximately 67 active U.S. utility patents, 11 pending U.S. patent applications, 17 active U.S. trademark registrations, and 7 U.S. copyright registrations — is suitable for inclusion in the collateral package under the New Term Loan Facility, subject to completion of the action items noted in Section VI above, including (i) obtaining complete, current IP schedules from the Borrower for inclusion in the New IP Security Agreement, (ii) coordinating the Atlas Meridian lien release process, (iii) conducting supplemental bring-down searches closer to closing, and (iv) preparing and recording the new IP security agreements in favor of the Agent.

This memorandum should be read in conjunction with the following related memoranda prepared by Calderwood & Harkness in connection with the collateral diligence for the New Term Loan Facility:

• UCC Search Results Summary, dated February 18, 2025 (prepared by Marcus Leung), summarizing the results of UCC lien searches conducted at the applicable Secretaries of State filing offices for each Loan Party; and

• Real Property Title and Survey Review Summary, dated February 20, 2025 (prepared by the Real Estate Group), summarizing the results of title searches and survey reviews for the mortgaged properties to be included in the collateral package.

Please do not hesitate to contact me with any questions or to discuss any of the matters addressed in this memorandum.

This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the attorneys and professionals at Calderwood & Harkness LLP working on the referenced matter. This memorandum should not be distributed to any person outside the firm without the prior approval of the responsible partner.

Appendix A: Summary Table of Existing Recorded IP Security Interests (Atlas Meridian)

The following table summarizes the existing recorded intellectual property security interests identified in the records of the USPTO and the U.S. Copyright Office in favor of Atlas Meridian Bank, N.A. as Collateral Agent:

Appendix B: Summary of Registered IP Portfolio by Entity

The following table summarizes the registered intellectual property portfolio of each Loan Party, as reflected in the records of the USPTO and the U.S. Copyright Office as of February 17–18, 2025:

End of Memorandum

Document Type	Recording Office	Grantor(s)	Secured Party	Original Recording Date	Supplemental Recordings	Status
Patent Security Agreement (Intellectual Property Security Agreement — Patents)	USPTO	Nexford Industrial Holdings Inc., Nexford Precision Components, Inc. (NPC), Nexford Engineered Systems, LLC (NES), Nexford Coatings & Surface Technologies, Inc. (NCST)	Atlas Meridian Bank, N.A. (as Collateral Agent)	June 18, 2019	2021 Supplement (Clearfield); 2022 Supplement (Summit); 2023 Supplement (Ridgepoint); 2024 Supplement (Lakeshore)	To be released at closing
Trademark Security Agreement	USPTO	Nexford Industrial Holdings Inc., Clearfield Tool & Die, Inc., Lakeshore Precision Engineering, Inc.	Atlas Meridian Bank, N.A. (as Collateral Agent)	June 18, 2019	2021 Supplement (Clearfield); 2024 Supplement (Lakeshore)	To be released at closing
Copyright Security Agreement	U.S. Copyright Office	Nexford Industrial Holdings Inc., Nexford Engineered Systems, LLC (NES)	Atlas Meridian Bank, N.A. (as Collateral Agent)	June 20, 2019	None identified	To be released at closing
Entity	U.S. Patents (Active)	U.S. Patent Applications (Pending)	U.S. Trademark Registrations (Active)	U.S. Copyright Registrations
Nexford Industrial Holdings Inc.	37	8	14	5
Nexford Precision Components, Inc.	12	0	0	0
Nexford Engineered Systems, LLC	6	0	0	2
Nexford Coatings & Surface Technologies, Inc.	4	2	0	0
Clearfield Tool & Die, Inc.	3	0	2	0
Summit Industrial Fabrication Co.	2	0	0	0
Ridgepoint Specialty Coatings, LLC	2	1	0	0
Lakeshore Precision Engineering, Inc.	1	0	1	0
Nexford Manufacturing Services, LLC	0	0	0	0
Nexford Properties, LLC	0	0	0	0
Nexford International Holdings, Inc.	0	0	0	0
TOTAL	67	11	17	7

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
MEMORANDUM
February 19, 2025
TO: Claudia Merritt, Responsible Partner, Banking & Finance Marcus Leung, Lead Associate, Banking & Finance
FROM: Sophie Tremblay, Working Associate, Banking & Finance
RE: intellectual Property Lien Search Results — Nexford Industrial Holdings Inc. and Subsidiaries
MATTER: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
MATTER NO.: 1005-00001
CLIENT/MATTER CODE: IBL-NIH-2025-031
I. Executive Summary
The purpose of this memorandum is to summarize the results of lien and encumbrance searches conducted at the United States Patent and Trademark Office (the "USPTO") and the U.S. Copyright Office for recorded security interests, liens, assignments, and other encumbrances against the registered intellectual property of Nexford Industrial Holdings Inc., a Delaware corporation, and its domestic subsidiaries (collectively, the "Loan Parties"). A complete list of the Loan Parties whose intellectual property portfolios were searched is set forth in Section II.A below.
These searches were conducted in connection with the proposed $1,400,000,000 senior secured Term Loan B facility (the "New Term Loan Facility") to be entered into by and among Nexford Industrial Holdings Inc. (the "Borrower"), the subsidiary guarantors party thereto, the lenders party thereto from time to time, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent"). As contemplated by the transaction documents, the intellectual property of the Loan Parties (including all U.S. patents, patent applications, trademark registrations, trademark applications, copyright registrations, and related rights) will form a material component of the first-priority security interest to be granted in favor of the Agent under the Security Agreement and the intellectual Property Security Agreement (collectively, the "Security Documents") being prepared in connection with the closing of the New Term Loan Facility.
Overall Finding. Our search results are clean. All existing recorded security interests identified at the USPTO and the U.S. Copyright Office are in favor of Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Collateral Agent under the existing Credit Agreement dated as of June 14, 2019 (as amended by that certain First Amendment to Credit Agreement dated as of March 15, 2021, the Second Amendment to Credit Agreement dated as of August 9, 2022, and the Third Amendment to Credit Agreement dated as of November 3, 2023, collectively, the "Existing Credit Agreement"). The Existing Credit Agreement governs the existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility (collectively, the "Existing Facilities"), both of which are being refinanced and repaid in full as part of the proposed transaction.
All recorded security interests in favor of Atlas Meridian will need to be released and terminated at or prior to the closing of the New Term Loan Facility, currently targeted for on or about March 28, 2025 (the "Closing Date"), as a condition precedent to the effectiveness of the new credit facility and the perfection of the Agent's first-priority security interest in the Loan Parties' intellectual property collateral. Other than the Atlas Meridian security interests and certain routine inter-entity assignments recorded in connection with acquisitions completed by the Nexford group, no other third-party liens, adverse claims, or encumbrances were identified against the registered intellectual property of any Loan Party. Specific details regarding the existing recorded security interests and the actions required at closing are set forth in Sections IV and V below.
II. Scope of Searches
A. Entities Searched
The following entities constitute the Loan Parties whose registered intellectual property portfolios were searched in connection with this memorandum. The entity names, jurisdictions of organization, and other identifying information set forth below are based on the organizational documents and corporate structure charts provided by the Borrower in response to our due diligence request list dated February 4, 2025.
1. Nexford Industrial Holdings Inc. — a Delaware corporation (EIN 36-4178552); the Borrower under the New Term Loan Facility and the parent operating company of the Nexford group.
2. Nexford Precision Components, Inc. ("NPC") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Precision Components business segment.
3. Nexford Engineered Systems, LLC ("NES") — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Engineered Systems business segment.
4. Nexford Coatings & Surface Technologies, Inc. ("NCST") — a Delaware corporation; a wholly-owned subsidiary of the Borrower and the principal operating entity within the Industrial Coatings & Surface Technologies business segment.
5. Nexford Manufacturing Services, LLC — a limited liability company organized under the laws of the State of Illinois; a wholly-owned subsidiary of the Borrower providing shared manufacturing and operational support services to the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.
6. Nexford Properties, LLC — a Delaware limited liability company; a wholly-owned subsidiary of the Borrower holding certain real property assets of the Nexford group. No registered intellectual property was expected for this entity; the search was conducted for completeness.
7. Nexford International Holdings, Inc. — a Delaware corporation; the controlled foreign corporation ("CFC") holding company for the Borrower's Canadian subsidiaries. No registered intellectual property was expected for this entity; the search was conducted for completeness.
8. Clearfield Tool & Die, Inc. — a Pennsylvania corporation; acquired by the Borrower in 2021 and operated as a subsidiary within the Precision Components business segment.
9. Summit Industrial Fabrication Co. — a South Carolina corporation; acquired by the Borrower in 2022 and operated as a subsidiary within the Engineered Systems business segment.
10. Ridgepoint Specialty Coatings, LLC — a Texas limited liability company; acquired by the Borrower in 2023 and operated as a subsidiary within the Industrial Coatings & Surface Technologies business segment.
11. Lakeshore Precision Engineering, Inc. — a Michigan corporation; acquired by the Borrower in 2024 and operated as a subsidiary within the Precision Components business segment.
Entities Not Searched. The following entities were excluded from the scope of the searches for the reasons indicated:
• Nexford Canada Holdings ULC (an unlimited liability company organized under the laws of the Province of Alberta, Canada) and Nexford Canada Manufacturing, Inc. (a corporation organized under the laws of the Province of Ontario, Canada) — these are the Borrower's foreign subsidiaries and are not Loan Parties under the New Term Loan Facility. They are not granting security interests under the Security Documents, and their intellectual property is not included in the collateral package. Accordingly, searches at the USPTO and U.S. Copyright Office for these entities were not conducted. To the extent that these entities hold Canadian intellectual property registrations, a separate analysis under applicable Canadian law would be required, which is outside the scope of this memorandum. See Section VI, Item 4 below.
• Granite Peak NIH Holdings, LLC (a Delaware limited liability company) — Granite Peak is the direct parent of the Borrower and serves as the Holdings Guarantor under the transaction documents. Granite Peak does not hold any registered intellectual property and was therefore excluded from the scope of the IP lien searches. Granite Peak's guarantee obligations and the pledge of its equity interests in the Borrower are addressed separately in the Security Agreement and the Pledge Agreement.
B. Databases Searched
The following databases and public records systems were searched:
1. USPTO Patent Assignment Database (Assignment Search, https://assignment.uspto.gov) — searched by assignee/owner name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. patents and patent applications held by each Loan Party.
2. USPTO Trademark Assignment Database (Trademark Status and Document Retrieval ("TSDR") / Trademark Electronic Application System ("TEAS"), accessible via https://tsdr.uspto.gov) — searched by owner/assignee name to identify all recorded assignments, security interests, liens, and other documents affecting U.S. trademark registrations and trademark applications held by each Loan Party.
3. U.S. Copyright Office Records (Copyright Office Public Catalog and recorded document database, accessible via https://www.copyright.gov/records/) — searched by claimant/owner name to identify all recorded security interests, transfers, assignments, and other documents affecting U.S. copyright registrations held by each Loan Party.
All searches were conducted on or about February 17–18, 2025, and the results set forth in this memorandum are current as of those dates. We note that there may be a time lag between the date a document is submitted for recording and the date it appears in the publicly accessible records of the USPTO and the U.S. Copyright Office. Accordingly, it is possible that documents submitted for recording shortly before or on the dates of our searches may not yet appear in the search results. As discussed in Section VI, Item 3 below, we recommend conducting updated bring-down searches closer to the Closing Date to confirm that no intervening filings or liens have been recorded.
C. Search Parameters
For each entity listed in Section II.A above, our searches were conducted using the following parameters and methodologies:
• Current legal names. Each entity was searched under its current legal name as reflected in its certificate of incorporation, certificate of formation, or other organizational documents, as applicable.
• Former legal names. Where applicable, searches were also conducted under any former legal names of the entity, as identified in the organizational documents or disclosed by Nexford in its responses to the due diligence request list. For example, Clearfield Tool & Die, Inc. was searched under its current name as well as its pre-acquisition name (which was the same), and Summit Industrial Fabrication Co. was searched under its current name as well as any d/b/a names identified in its organizational records.
• Trade names and d/b/a names. Known trade names and "doing business as" names were searched where applicable, to the extent identified in the due diligence materials provided by the Borrower.
• Cross-referencing. All search results were cross-referenced against (i) the organizational documents and corporate structure charts provided by the Borrower, (ii) the preliminary intellectual property schedules provided by David Engstrom, General Counsel of Nexford, in response to Item 7.1 of the due diligence request list issued February 4, 2025, and (iii) the existing Security Agreement and intellectual Property Security Agreement filed in connection with the Existing Credit Agreement (copies of which were provided by Atlas Meridian's counsel, Davis & Calloway LLP, on February 10, 2025).
III. Summary of Registered intellectual Property Portfolio
Set forth below is a summary of the registered intellectual property portfolio of each Loan Party, as reflected in the records of the USPTO and the U.S. Copyright Office as of the dates of our searches. A summary table organized by entity is attached as Appendix B to this memorandum.
A. Patents and Patent Applications (USPTO)
The Loan Parties collectively hold approximately 67 active U.S. utility patents and 11 pending U.S. patent applications registered at or filed with the USPTO. The patents and applications span the Borrower's three core operating segments — Precision Components, Engineered Systems, and Industrial Coatings & Surface Technologies — and generally relate to precision machining processes, proprietary tooling and machining methods, engineered systems components, industrial and specialty coating formulations, and related manufacturing technologies. The breakdown by entity is as follows:
• Nexford Industrial Holdings Inc. is the registered owner and assignee of record for approximately 37 active U.S. utility patents and 8 pending U.S. patent applications. These patents and applications relate primarily to precision machining processes, engineered systems components, surface coating technologies, and certain proprietary manufacturing methods that are deployed across the Nexford group's operating divisions. The Borrower appears to be the primary centralized holder of the group's patent portfolio, with individual subsidiaries holding patents specific to their respective business lines.
• Nexford Precision Components, Inc. holds 12 active U.S. utility patents relating to proprietary tooling, cutting tool geometries, and advanced machining methods used in the Precision Components business segment. No pending patent applications were identified for NPC as of the search date.
• Nexford Engineered Systems, LLC holds 6 active U.S. utility patents relating to engineered systems components, including proprietary valve assemblies, fluid transfer systems, and modular manufacturing equipment. No pending patent applications were identified for NES as of the search date.
• Nexford Coatings & Surface Technologies, Inc. holds 4 active U.S. utility patents and 2 pending U.S. patent applications. The patents and pending applications relate to proprietary industrial coating formulations, surface treatment processes, and application methods for high-performance coatings used in the aerospace and defense, automotive, and energy sectors.
• Clearfield Tool & Die, Inc. holds 3 active U.S. utility patents relating to precision die-casting technologies and custom tooling methods. These patents were originally assigned to Clearfield prior to its acquisition by the Borrower in 2021 and remain registered in Clearfield's name as the assignee of record following the acquisition. Inter-entity assignment records reflecting the Borrower's acquisition of Clearfield are on file with the USPTO and were identified during our searches.
• Summit Industrial Fabrication Co. holds 2 active U.S. utility patents relating to industrial fabrication techniques and welding processes. These patents were originally assigned to Summit prior to its acquisition by the Borrower in 2022 and remain registered in Summit's name.
• Ridgepoint Specialty Coatings, LLC holds 2 active U.S. utility patents and 1 pending U.S. patent application relating to specialty coating formulations and application technologies, which were assigned to Ridgepoint prior to its acquisition by the Borrower in 2023 and remain registered in Ridgepoint's name.
• Lakeshore Precision Engineering, Inc. holds 1 active U.S. utility patent relating to a proprietary precision grinding methodology. This patent was assigned to Lakeshore prior to its acquisition by the Borrower in 2024 and remains registered in Lakeshore's name.
• Nexford Manufacturing Services, LLC, Nexford Properties, LLC, and Nexford International Holdings, Inc. do not hold any registered patents or pending patent applications at the USPTO. This is consistent with the roles of these entities within the Nexford corporate structure (shared services, real property holding, and foreign subsidiary holding company, respectively).
B. Trademarks (USPTO)
The Loan Parties collectively hold approximately 17 active U.S. trademark registrations at the USPTO. The trademark portfolio is primarily concentrated at the parent company level, with the Borrower holding the principal corporate and product-line marks. The breakdown by entity is as follows:
• Nexford Industrial Holdings Inc. is the registered owner of 14 active U.S. trademark registrations. These include (i) the "NEXFORD" word mark (U.S. Reg. No. to be confirmed), (ii) the "NEXFORD" word and design marks incorporating the company's logo, (iii) product-line marks for each of the three operating segments, including marks used in connection with the Precision Components, Engineered Systems, and Industrial Coatings & Surface Technologies business lines, and (iv) certain additional marks used in connection with marketing, certification, and quality assurance programs. The trademark registrations cover goods and services across multiple international classes, including Classes 7 (machinery and machine tools), 1 (industrial chemicals and coatings), 2 (paints and coatings), 40 (treatment of materials), and 42 (engineering and technical services).
• Clearfield Tool & Die, Inc. holds 2 active U.S. trademark registrations for legacy product marks associated with the Clearfield product line, which continue to be used in commerce following the 2021 acquisition. These marks are registered in Clearfield's name and were not reassigned to the Borrower following the acquisition.
• Lakeshore Precision Engineering, Inc. holds 1 active U.S. trademark registration for the "LAKESHORE" product mark used in connection with precision engineering services. This mark was retained in Lakeshore's name following the 2024 acquisition.
• The trademark rights of the other subsidiaries are either held by or have been assigned to Nexford Industrial Holdings Inc. as the centralized owner and licensor of the group's trademark portfolio. Specifically, trademarks previously held by Summit Industrial Fabrication Co. and Ridgepoint Specialty Coatings, LLC appear to have been assigned to the Borrower in connection with or following their respective acquisitions. The inter-entity assignment records reflecting these transfers are on file with the USPTO.
C. Copyright Registrations (U.S. Copyright Office)
The Loan Parties collectively hold approximately 7 copyright registrations on file with the U.S. Copyright Office. The breakdown by entity is as follows:
• Nexford Industrial Holdings Inc. has 5 copyright registrations on file. These registrations cover (i) proprietary software code for the company's NexControl™ manufacturing control and automation systems (3 registrations), and (ii) certain technical publications and employee training manuals relating to the company's precision manufacturing processes and safety protocols (2 registrations). The software registrations are of particular note, as the NexControl™ system is identified in the Borrower's investor presentation materials as a key differentiator and proprietary technology platform deployed across the Nexford group's manufacturing facilities.
• Nexford Engineered Systems, LLC has 2 copyright registrations for engineering design software modules used in the Engineered Systems business segment. These registrations cover proprietary CAD/CAM design modules and simulation tools developed internally by NES.
• No other Loan Parties have registered copyrights on file with the U.S. Copyright Office. This is not unusual, as copyright registration is voluntary under U.S. law (although it is a prerequisite to the filing of an infringement action for U.S. works and, as noted below, is relevant to the perfection of security interests in copyrights). The Loan Parties may hold unregistered copyrights in additional software, technical documentation, marketing materials, and other works of authorship, which would be covered as general intangibles under the Security Agreement and perfected by UCC-1 filing rather than by recording at the Copyright Office.
IV. Existing Recorded Security Interests and Liens
A. Security Interests in Favor of Atlas Meridian Bank, N.A.
The following recorded security interests in favor of Atlas Meridian Bank, N.A., as Collateral Agent under the Existing Credit Agreement, were identified in the records of the USPTO and the U.S. Copyright Office. These are the only recorded security interests or liens identified against the registered intellectual property of any Loan Party. A summary table is attached as Appendix A to this memorandum.
1. USPTO — Patent Security Agreement. Document: intellectual Property Security Agreement (Patents), dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc., Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, and Nexford Coatings & Surface Technologies, Inc. (collectively, the "Original Patent Grantors"), as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.
Reel/Frame: Reel/Frame reference to be confirmed from USPTO Assignment Database records. We have requested the specific reel and frame numbers from Davis & Calloway LLP (Atlas Meridian's counsel) and will supplement this memorandum upon receipt.
Recording Date: June 18, 2019.
Scope of Coverage: The Patent Security Agreement, as originally recorded, covers all then-existing U.S. patents, U.S. patent applications, and all related rights (including all reissues, continuations, continuations-in-part, divisionals, extensions, renewals, and improvements thereof, together with all proceeds and products of the foregoing) of the Original Patent Grantors. The patents covered by the original recording are identified in a schedule attached to the recorded instrument.
Supplemental Recordings: Our searches identified four supplemental recordings filed at the USPTO to add additional patents and patent applications to the scope of the Patent Security Agreement, as follows:
(a) 2021 Supplement — A supplemental recording was filed following the Borrower's acquisition of Clearfield Tool & Die, Inc. in 2021, adding the 3 U.S. patents held by Clearfield to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Clearfield Tool & Die, Inc. as an additional grantor.
(b) 2022 Supplement — A supplemental recording was filed following the Borrower's acquisition of Summit Industrial Fabrication Co. in 2022, adding the 2 U.S. patents held by Summit to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Summit Industrial Fabrication Co. as an additional grantor.
(c) 2023 Supplement — A supplemental recording was filed following the Borrower's acquisition of Ridgepoint Specialty Coatings, LLC in 2023, adding the 2 U.S. patents and 1 pending application held by Ridgepoint to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Ridgepoint Specialty Coatings, LLC as an additional grantor.
(d) 2024 Supplement — A supplemental recording was filed following the Borrower's acquisition of Lakeshore Precision Engineering, Inc. in 2024, adding the 1 U.S. patent held by Lakeshore to the scope of the Patent Security Agreement. The supplement names Atlas Meridian Bank, N.A. as Collateral Agent and Lakeshore Precision Engineering, Inc. as an additional grantor.
Each supplemental recording was made in the name of Atlas Meridian Bank, N.A. as Collateral Agent. The recording of these supplements is consistent with the joinder and additional grantor provisions typically found in credit agreements and security agreements of this type, and reflects the requirement under the Existing Credit Agreement that intellectual property acquired by newly-formed or newly-acquired subsidiaries be added to the collateral package within the applicable time period following acquisition.
2. USPTO — Trademark Security Agreement. Document: Trademark Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and certain of its subsidiaries, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.
Recording Date: June 18, 2019.
Scope of Coverage: The Trademark Security Agreement, as originally recorded, covers all then-existing U.S. trademark registrations, U.S. trademark applications, and all related rights (including the goodwill of the business connected with the use of, and symbolized by, such trademarks, together with all proceeds and products of the foregoing) of the grantors named therein. The trademarks covered by the original recording are identified in a schedule attached to the recorded instrument and include the principal "NEXFORD" marks and product-line marks registered in the name of Nexford Industrial Holdings Inc.
Supplemental Recordings: Our searches identified two supplemental recordings filed at the USPTO to add trademarks of acquired subsidiaries to the scope of the Trademark Security Agreement:
(a) 2021 Supplement — A supplemental recording was filed following the acquisition of Clearfield Tool & Die, Inc., adding the 2 U.S. trademark registrations held by Clearfield to the scope of the Trademark Security Agreement and naming Clearfield as an additional grantor.
(b) 2024 Supplement — A supplemental recording was filed following the acquisition of Lakeshore Precision Engineering, Inc., adding the 1 U.S. trademark registration held by Lakeshore to the scope of the Trademark Security Agreement and naming Lakeshore as an additional grantor.
We note that no supplemental trademark recordings appear to have been filed in connection with the Summit Industrial Fabrication Co. acquisition (2022) or the Ridgepoint Specialty Coatings, LLC acquisition (2023). This is consistent with our understanding that the trademarks previously held by those entities were assigned to Nexford Industrial Holdings Inc. (and were therefore already covered by the original Trademark Security Agreement) rather than retained in the names of Summit and Ridgepoint, respectively.
3. U.S. Copyright Office — Copyright Security Agreement. Document: Copyright Security Agreement, dated as of June 14, 2019, by and among Nexford Industrial Holdings Inc. and Nexford Engineered Systems, LLC, as grantors, in favor of Atlas Meridian Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement.
Volume/Page: Volume and page reference to be confirmed from U.S. Copyright Office recorded document records. We have requested the specific volume and page numbers from Davis & Calloway LLP and will supplement this memorandum upon receipt.
Recording Date: June 20, 2019.
Scope of Coverage: The Copyright Security Agreement covers all then-existing U.S. copyright registrations of Nexford Industrial Holdings Inc. and Nexford Engineered Systems, LLC, together with all related rights, proceeds, and products thereof. The copyright registrations covered are identified in a schedule attached to the recorded instrument.
Supplemental Recordings: No supplemental recordings at the U.S. Copyright Office were identified in connection with the Copyright Security Agreement. This is consistent with the fact that no acquired subsidiaries (Clearfield, Summit, Ridgepoint, or Lakeshore) hold registered copyrights, and no new copyright registrations appear to have been filed by the original grantors subsequent to the initial recording.
B. Other Recorded Interests
Other than the Atlas Meridian security interests described in Section IV.A above, no other security interests, liens, mortgages, pledges, assignments (other than inter-entity assignments described below), or adverse claims were identified in the records of the USPTO or the U.S. Copyright Office against the registered intellectual property of any Loan Party.
Certain inter-entity assignments were identified in the USPTO records, which we summarize as follows:
• Assignments reflecting the transfer of patents and/or trademarks from the founders, inventors, or prior owners of Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc. to those entities, in each case in the ordinary course and prior to or in connection with the Borrower's acquisition of such entities.
• Assignments reflecting the assignment of certain trademarks from Summit Industrial Fabrication Co. and Ridgepoint Specialty Coatings, LLC to Nexford Industrial Holdings Inc. following the respective acquisitions of those entities.
• Assignments reflecting the transfer of certain patents from individual inventors (employees of the Nexford group) to Nexford Industrial Holdings Inc. or the applicable subsidiary, in the ordinary course of employment.
These inter-entity and inventor-to-company assignments are routine organizational matters and do not constitute third-party liens or adverse claims against the Loan Parties' intellectual property. We have reviewed these assignments to confirm that they are consistent with the chain of title for each patent and trademark, as reflected in the USPTO records, and that the current registered owner/assignee of record for each asset matches the expected Loan Party. The results of this chain-of-title review are discussed further in Section V.C below.
V. Actions Required at Closing and Post-Closing
A. Release and Termination of Atlas Meridian Liens
At the closing of the New Term Loan Facility on or about March 28, 2025, the Existing Facilities will be repaid in full and terminated. The estimated payoff amount for the existing term loan is approximately $879,375,000 (representing the outstanding principal balance plus accrued and unpaid interest through the anticipated Closing Date). The existing revolving credit facility, which we understand is currently undrawn, will be terminated and all commitments thereunder cancelled. Upon repayment and termination of the Existing Facilities, Atlas Meridian Bank, N.A. is required, pursuant to the terms of the Existing Credit Agreement and applicable law, to release all security interests in the Loan Parties' collateral, including all liens on the Loan Parties' intellectual property.
To effectuate the release and termination of the Atlas Meridian intellectual property security interests, Calderwood & Harkness should obtain from Atlas Meridian Bank, N.A. (or its counsel, Davis & Calloway LLP) duly executed release and termination documents for recording at the USPTO and the U.S. Copyright Office, including the following:
(a) Termination of Patent Security Agreement. A termination or release of the intellectual Property Security Agreement (Patents) dated June 14, 2019, and all supplements thereto (including the 2021, 2022, 2023, and 2024 supplemental recordings), in recordable form suitable for filing at the USPTO. The termination should cover all patents, patent applications, and related rights of all grantors (Nexford Industrial Holdings Inc., NPC, NES, NCST, Clearfield, Summit, Ridgepoint, and Lakeshore).
(b) Termination of Trademark Security Agreement. A termination or release of the Trademark Security Agreement dated June 14, 2019, and all supplements thereto (including the 2021 and 2024 supplemental recordings), in recordable form suitable for filing at the USPTO. The termination should cover all trademark registrations, trademark applications, and related rights of all grantors (Nexford Industrial Holdings Inc., Clearfield, and Lakeshore).
(c) Termination of Copyright Security Agreement. A termination or release of the Copyright Security Agreement dated June 14, 2019, in recordable form suitable for filing at the U.S. Copyright Office. The termination should cover all copyright registrations and related rights of all grantors (Nexford Industrial Holdings Inc. and NES).
These termination and release documents should be delivered at or prior to closing, in escrow if necessary, and should be filed promptly following closing. The target filing date for the IP lien release documents is March 31, 2025, which is consistent with the anticipated timeline for the post-closing UCC-3 termination statement filings in respect of the Atlas Meridian UCC-1 financing statements (addressed separately in the UCC Search Results Summary memorandum).
Coordination with respect to the Atlas Meridian lien release process should be directed through Sandra Vickers, Managing Director, Portfolio Management at Atlas Meridian Bank. The payoff letter and lien release authorization process is being handled by Marcus Leung as part of the payoff workstream. The forms of IP lien release and termination documents should be included within the scope of the lien release authorization letter to be issued by Atlas Meridian (currently identified as Document 119 on the closing checklist). See Section VI, Item 2 below for further discussion.
B. Recording of New Security Interests in Favor of Crescent Harbor Bank, N.A.
Following execution of the intellectual Property Security Agreement in favor of Crescent Harbor Bank, N.A. as Collateral Agent (the "New IP Security Agreement") on the anticipated Closing Date of March 28, 2025, the following documents will need to be prepared and recorded at the applicable federal intellectual property offices:
(a) Patent Security Agreement (USPTO). The New IP Security Agreement (or a short-form patent security agreement extracted therefrom for recording purposes) will need to be recorded at the USPTO, covering all U.S. patents and patent applications of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 67 active U.S. utility patents and 11 pending U.S. patent applications across the following entities: Nexford Industrial Holdings Inc., NPC, NES, NCST, Clearfield, Summit, Ridgepoint, and Lakeshore. A schedule of the covered patents and patent applications, identified by patent number, application number, title, and issue date (or filing date, as applicable), will be attached to the recorded instrument.
(b) Trademark Security Agreement (USPTO). A trademark security agreement (or the trademark-related provisions of the New IP Security Agreement, in recordable form) will need to be recorded at the USPTO, covering all U.S. trademark registrations and trademark applications of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 17 active U.S. trademark registrations across Nexford Industrial Holdings Inc., Clearfield, and Lakeshore. A schedule of the covered trademarks, identified by registration number, mark, international class, and registration date, will be attached to the recorded instrument.
(c) Copyright Security Agreement (U.S. Copyright Office). A copyright security agreement (or the copyright-related provisions of the New IP Security Agreement, in recordable form) will need to be recorded at the U.S. Copyright Office, covering all U.S. copyright registrations of each Loan Party that is a grantor under the New IP Security Agreement. Based on the current portfolio, this will encompass approximately 7 copyright registrations across Nexford Industrial Holdings Inc. and NES. A schedule of the covered copyrights, identified by registration number, title of work, and registration date, will be attached to the recorded instrument.
Perfection Considerations. While the filing of UCC-1 financing statements provides the primary mechanism for perfecting security interests in intellectual property under Article 9 of the Uniform Commercial Code (as enacted in the applicable jurisdictions), recording at the USPTO and the U.S. Copyright Office serves important additional functions:
• Patents and Trademarks. Recording a patent or trademark security agreement at the USPTO provides constructive notice to subsequent purchasers and mortgagees of the secured party's interest under 35 U.S.C. § 261 (patents) and 15 U.S.C. § 1060 (trademarks). While the prevailing view under current law (as articulated by the Federal Circuit in In re Cybernetic Services, Inc., 252 F.3d 1039 (9th Cir. 2001), and related authority) is that a UCC-1 filing is sufficient to perfect a security interest in patents and trademarks as a matter of Article 9, recording at the USPTO is strongly advisable to establish priority against subsequent bona fide purchasers and to provide the fullest possible protection under federal law.
• Copyrights. For registered copyrights, perfection of a security interest requires recording at the U.S. Copyright Office, as the Copyright Act (17 U.S.C. § 205) has been interpreted by the courts to preempt Article 9 with respect to the perfection of security interests in registered copyrights. See In re Peregrine Entertainment, Ltd., 116 B.R. 194 (C.D. Cal. 1990); In re World Auxiliary Power Co., 303 F.3d 1120 (9th Cir. 2002). While there is some circuit-level variation in the scope of this preemption, the prudent approach — and the approach that we recommend — is to record at the Copyright Office in addition to filing a UCC-1 financing statement.
Recording of the new IP security agreements should be coordinated with the UCC-1 financing statement filings that are being prepared for all Loan Parties in connection with the closing. The UCC-1 filings are identified as Documents 79 through 90 on the closing checklist and are being prepared under the supervision of Marcus Leung with the assistance of Hollowell Technologies as filing agent.
C. Chain of Title Matters
In order to ensure that the Agent's security interest in the Loan Parties' intellectual property is properly perfected and that there are no gaps in the chain of title, the following chain-of-title verification steps should be completed prior to or at closing:
1. Confirm recorded assignments. Confirm that all inter-entity assignments from the acquired companies (Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc.) have been properly recorded at the USPTO, and that the chain of title from the original inventor or prior owner through to the current registered owner/assignee is complete and unbroken for each patent and trademark.
2. Match grantors to registered owners. Confirm that the current registered owner or assignee of record for each patent, patent application, trademark registration, and trademark application matches the entity identified as the grantor for that asset in the schedules to the New IP Security Agreement. Any discrepancies (e.g., a patent that is registered in the name of an acquired entity but is listed in the IP schedule under the parent company, or vice versa) should be identified and resolved prior to closing, either by recording corrective assignments or by updating the IP schedules.
3. Reconciliation schedule. Sophie Tremblay will prepare a detailed reconciliation schedule cross-referencing the IP schedules to be attached as exhibits to the New IP Security Agreement against the USPTO and U.S. Copyright Office records, confirming (i) the completeness of the IP schedules (i.e., that all registered IP identified in the public records is included in the schedules), (ii) the accuracy of the identifying information (patent numbers, registration numbers, titles, etc.), and (iii) that the registered owner/assignee for each asset matches the designated grantor. This reconciliation schedule will be circulated to Claudia Merritt and Marcus Leung for review upon completion.
VI. Open Items and Recommendations
Based on the search results and analysis set forth above, the following open items and recommendations are noted for the attention of the deal team:
1. Obtain IP Schedules from Nexford. We should request from Priya Mehta (Vice President, Treasury & Corporate Finance) and/or David Engstrom (General Counsel) of Nexford a complete, current schedule of all U.S. patents, patent applications, trademark registrations, trademark applications, and copyright registrations held by each Loan Party, organized by entity. This schedule will serve as the basis for the exhibits to the New IP Security Agreement and for the reconciliation exercise described in Section V.C above. The schedule should include, at a minimum, the following information for each asset: (i) the type of IP right (patent, patent application, trademark registration, trademark application, or copyright registration), (ii) the name of the registered owner or assignee, (iii) the registration or application number, (iv) the title or description of the asset, (v) the issue date or registration date (or filing date, for pending applications), and (vi) the current status (active, pending, expired, or abandoned). Deadline: As soon as practicable, and in no event later than the circulation of the first draft of the New IP Security Agreement, which is targeted for on or about March 10, 2025.
2. Atlas Meridian Release Documents. Marcus Leung should coordinate with the payoff letter workstream to ensure that the forms of IP lien release and termination documents (for recording at the USPTO and U.S. Copyright Office) are specifically included within the scope of the lien release authorization letter to be issued by Atlas Meridian Bank, N.A. This authorization letter is identified as Document 119 on the closing checklist. The lien release authorization should expressly authorize Atlas Meridian (or its counsel) to execute and deliver (i) UCC-3 termination statements for all existing UCC-1 financing statements filed in connection with the Existing Facilities, (ii) releases of the Patent Security Agreement and all supplements thereto for recording at the USPTO, (iii) releases of the Trademark Security Agreement and all supplements thereto for recording at the USPTO, and (iv) a release of the Copyright Security Agreement for recording at the U.S. Copyright Office. We should circulate proposed forms of the IP release documents to Davis & Calloway LLP for review and comment no later than two weeks prior to the anticipated Closing Date.
3. Supplemental Searches. We recommend conducting updated "bring-down" searches at the USPTO and U.S. Copyright Office closer to the Closing Date — specifically, on or about March 25–26, 2025 — to confirm that no intervening filings, liens, or adverse claims have been recorded against the Loan Parties' registered intellectual property during the period between the date of the initial searches (February 17–18, 2025) and the Closing Date. These supplemental searches will also serve to confirm that the Atlas Meridian release documents have not been prematurely filed and that no new third-party claims have been asserted. The results of the supplemental searches will be reported to the deal team by separate memorandum or email.
4. Foreign IP. This memorandum does not address foreign intellectual property rights, including any Canadian patents, trademarks, copyrights, or other intellectual property registrations held by Nexford Canada Holdings ULC or Nexford Canada Manufacturing, Inc. Those entities are foreign subsidiaries that are excluded from the guarantee and security package under the New Term Loan Facility and are not Loan Parties. To the extent that the Borrower or the Agent requires a review of the Canadian IP portfolio for informational purposes (e.g., in connection with a negative pledge covenant or a future springing pledge of foreign subsidiary assets), a separate search and analysis under Canadian intellectual property law would be required, which could be coordinated through our Canadian correspondent counsel.
5. Unregistered IP. This memorandum addresses only registered intellectual property — i.e., patents, patent applications, trademark registrations, trademark applications, and copyright registrations that are recorded at or filed with the USPTO or the U.S. Copyright Office. Unregistered intellectual property of the Loan Parties — including trade secrets, proprietary know-how, unregistered copyrights, common law trademarks, domain names, and other intangible rights — will be covered as "general intangibles" under the Security Agreement and will be perfected by the filing of UCC-1 financing statements in the applicable filing offices. No separate recording at the USPTO or U.S. Copyright Office is required or available for unregistered intellectual property rights.
VII. Conclusion
Based on the searches conducted at the USPTO and the U.S. Copyright Office on February 17–18, 2025, the intellectual property lien search results are clean. All recorded security interests identified against the registered intellectual property of the Loan Parties are attributable solely to Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement. These security interests will be released and terminated at or promptly following the closing of the New Term Loan Facility on or about March 28, 2025, in connection with the repayment and termination of the Existing Facilities.
No third-party adverse claims, unexpected liens, or other encumbrances were identified against the registered intellectual property of any Loan Party. The Loan Parties' registered intellectual property portfolio — comprising approximately 67 active U.S. utility patents, 11 pending U.S. patent applications, 17 active U.S. trademark registrations, and 7 U.S. copyright registrations — is suitable for inclusion in the collateral package under the New Term Loan Facility, subject to completion of the action items noted in Section VI above, including (i) obtaining complete, current IP schedules from the Borrower for inclusion in the New IP Security Agreement, (ii) coordinating the Atlas Meridian lien release process, (iii) conducting supplemental bring-down searches closer to closing, and (iv) preparing and recording the new IP security agreements in favor of the Agent.
This memorandum should be read in conjunction with the following related memoranda prepared by Calderwood & Harkness in connection with the collateral diligence for the New Term Loan Facility:
• UCC Search Results Summary, dated February 18, 2025 (prepared by Marcus Leung), summarizing the results of UCC lien searches conducted at the applicable Secretaries of State filing offices for each Loan Party; and
• Real Property Title and Survey Review Summary, dated February 20, 2025 (prepared by the Real Estate Group), summarizing the results of title searches and survey reviews for the mortgaged properties to be included in the collateral package.
Please do not hesitate to contact me with any questions or to discuss any of the matters addressed in this memorandum.
This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the attorneys and professionals at Calderwood & Harkness LLP working on the referenced matter. This memorandum should not be distributed to any person outside the firm without the prior approval of the responsible partner.
Appendix A: Summary Table of Existing Recorded IP Security Interests (Atlas Meridian)
The following table summarizes the existing recorded intellectual property security interests identified in the records of the USPTO and the U.S. Copyright Office in favor of Atlas Meridian Bank, N.A. as Collateral Agent:
Appendix B: Summary of Registered IP Portfolio by Entity
The following table summarizes the registered intellectual property portfolio of each Loan Party, as reflected in the records of the USPTO and the U.S. Copyright Office as of February 17–18, 2025:
End of Memorandum
Document Type | Recording Office | Grantor(s) | Secured Party | Original Recording Date | Supplemental Recordings | Status
Patent Security Agreement (Intellectual Property Security Agreement — Patents) | USPTO | Nexford Industrial Holdings Inc., Nexford Precision Components, Inc. (NPC), Nexford Engineered Systems, LLC (NES), Nexford Coatings & Surface Technologies, Inc. (NCST) | Atlas Meridian Bank, N.A. (as Collateral Agent) | June 18, 2019 | 2021 Supplement (Clearfield); 2022 Supplement (Summit); 2023 Supplement (Ridgepoint); 2024 Supplement (Lakeshore) | To be released at closing
Trademark Security Agreement | USPTO | Nexford Industrial Holdings Inc., Clearfield Tool & Die, Inc., Lakeshore Precision Engineering, Inc. | Atlas Meridian Bank, N.A. (as Collateral Agent) | June 18, 2019 | 2021 Supplement (Clearfield); 2024 Supplement (Lakeshore) | To be released at closing
Copyright Security Agreement | U.S. Copyright Office | Nexford Industrial Holdings Inc., Nexford Engineered Systems, LLC (NES) | Atlas Meridian Bank, N.A. (as Collateral Agent) | June 20, 2019 | None identified | To be released at closing
Entity | U.S. Patents (Active) | U.S. Patent Applications (Pending) | U.S. Trademark Registrations (Active) | U.S. Copyright Registrations
Nexford Industrial Holdings Inc. | 37 | 8 | 14 | 5
Nexford Precision Components, Inc. | 12 | 0 | 0 | 0
Nexford Engineered Systems, LLC | 6 | 0 | 0 | 2
Nexford Coatings & Surface Technologies, Inc. | 4 | 2 | 0 | 0
Clearfield Tool & Die, Inc. | 3 | 0 | 2 | 0
Summit Industrial Fabrication Co. | 2 | 0 | 0 | 0
Ridgepoint Specialty Coatings, LLC | 2 | 1 | 0 | 0
Lakeshore Precision Engineering, Inc. | 1 | 0 | 1 | 0
Nexford Manufacturing Services, LLC | 0 | 0 | 0 | 0
Nexford Properties, LLC | 0 | 0 | 0 | 0
Nexford International Holdings, Inc. | 0 | 0 | 0 | 0
TOTAL | 67 | 11 | 17 | 7

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

MEMORANDUM

MATTER NO.: 1005-00001

CLIENT/MATTER CODE: IBL-NIH-2025-031

Record

Parties

Dates

Amounts