1005-00002 · Granite Peak Capital Partners · Closing

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SECRETARY'S CERTIFICATE OF NEXFORD INDUSTRIAL HOLDINGS INC.

Delivered in connection with the issuance of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030

December 10, 2025

Reference Documents:

First Supplemental Indenture, dated as of December 10, 2025 (the "First Supplemental Indenture"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Company" or the "Issuer"), the Guarantors party thereto, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"), supplementing that certain Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among the Company, the Guarantors party thereto, and the Trustee.

Purchase Agreement, dated as of December 5, 2025 (the "Purchase Agreement"), among the Company, the Guarantors party thereto, Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers listed therein, and Fieldstone Capital Markets, Inc. ("Fieldstone" and, together with Broadleaf, the "Initial Purchasers").

I, Raymond Chiu, hereby certify that I am the duly elected, qualified, and acting Secretary and General Counsel of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"). The principal office of the Company is located at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173. The Company's registered agent in the State of Delaware is c/o Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's federal employer identification number is 84-3291057.

This Secretary's Certificate is being delivered pursuant to the Purchase Agreement and the First Supplemental Indenture in connection with the issuance and sale by the Company of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes"). The Add-On Notes are being issued as additional notes under the Indenture and will be fungible with, and form a single series with, the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued by the Company on March 15, 2023 (the "Existing Notes"). Upon issuance of the Add-On Notes, the aggregate outstanding principal amount of 8.750% Senior Secured Notes due 2030 will be $625,000,000.

All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable.

In my capacity as Secretary and General Counsel of the Company, and having access to the corporate records of the Company, I hereby certify as follows:

Section 1 — Certification of Board Resolutions

Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called, convened, and held on November 8, 2025, at which a quorum of the directors of the Company was present and acting throughout the entirety of the proceedings relating to the adoption of such Resolutions. Such meeting was called and conducted in accordance with applicable provisions of the Delaware General Corporation Law, the Company's Certificate of Incorporation, and the Company's Bylaws.

I further certify that the Resolutions, as set forth in Exhibit A, authorized, among other things:

(i) the issuance by the Company of up to $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 under the existing Indenture dated as of March 15, 2023, as supplemented by the First Supplemental Indenture;

(ii) the execution and delivery by the Company of the First Supplemental Indenture, the Purchase Agreement, and all related documents, agreements, certificates, and instruments contemplated thereby or necessary or desirable in connection therewith;

(iii) the acquisition by the Company of 100% of the issued and outstanding shares of capital stock of Kessler Precision Components, Inc., an Ohio corporation with its principal place of business at 1455 Innovation Boulevard, Dayton, Ohio 45402 (federal employer identification number 31-1784623) ("Kessler"), for an aggregate cash purchase price of $138,000,000;

(iv) the use of the net proceeds of the Add-On Notes to fund the Kessler acquisition, to pay related transaction fees and expenses, and for general corporate purposes; and

(v) the designation of certain officers of the Company to execute and deliver each of the foregoing documents, agreements, certificates, and instruments on behalf of the Company.

I further certify that the Resolutions have not been rescinded, amended, modified, supplemented, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or by the stockholders of the Company that would conflict with, supersede, or in any way limit the authority conferred by the Resolutions.

Section 2 — Certification of Incumbency

I hereby certify that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Company, holding the office set forth opposite such person's name below. Each such person has been duly authorized by the Resolutions to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, and all other documents, agreements, certificates, and instruments to be executed and delivered by the Company in connection with the offering and sale of the Add-On Notes. The signature set forth opposite each such person's name below is the genuine signature of such person:

Each of the foregoing officers was duly elected or appointed to the office indicated above in accordance with the Company's Certificate of Incorporation and Bylaws and the applicable provisions of the Delaware General Corporation Law, and each such officer continues to serve in such capacity as of the date hereof.

Section 3 — Certification of Organizational Documents

I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated and as currently in full force and effect, as filed with the Secretary of State of the State of Delaware. Such Certificate of Incorporation reflects all amendments, supplements, and restatements adopted by the Company's stockholders and Board of Directors through and including the date hereof.

I further certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of Nexford Industrial Holdings Inc., as amended and as currently in full force and effect. Such Bylaws reflect all amendments adopted by the Board of Directors or the stockholders of the Company through and including the date hereof.

I further certify that no amendments, modifications, supplements, or restatements of the Certificate of Incorporation or the Bylaws have been adopted, approved, or proposed since the date of the copies of such documents attached hereto as Exhibit B and Exhibit C, respectively. No proceedings for the amendment of such organizational documents are currently contemplated or pending.

I further certify that the Company has not been dissolved, merged, or consolidated with any other entity and that no proceedings for the dissolution, merger, or consolidation of the Company have been commenced, are pending, or, to the best of my knowledge, are threatened or contemplated.

Section 4 — Certification of Good Standing

I hereby certify that attached hereto as Exhibit D is a certificate of good standing (also referred to as a certificate of legal existence) for Nexford Industrial Holdings Inc. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof.

Based upon such certificate and the records available to me as Secretary of the Company, the Company is validly existing and in good standing under the laws of the State of Delaware and has not failed to file any annual report or pay any franchise tax or other amount due and owing to the State of Delaware.

Section 5 — Additional Certifications

I further certify as follows:

(a) The Company has all requisite corporate power and authority to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, the Registration Rights Agreement (or joinder thereto), and all other closing documents, agreements, certificates, and instruments to be executed and delivered by the Company in connection with the offering and sale of the Add-On Notes and the consummation of the transactions contemplated thereby.

(b) All corporate action on the part of the Company, including without limitation all action by the Board of Directors and the stockholders of the Company, that is necessary for the authorization, execution, delivery, and performance by the Company of the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, and all other closing documents has been duly and validly taken. No further corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated by such documents.

(c) No consent, approval, authorization, or other action by any stockholder of the Company is required in connection with the transactions contemplated by the Purchase Agreement, the First Supplemental Indenture, or any of the other closing documents. The Company is a wholly owned subsidiary of Nexford Parent Corp., a Delaware corporation, which is in turn owned approximately 82% by Granite Peak Capital Fund V, LP, a Delaware limited partnership, with the remaining equity held by members of the Company's management team and certain co-investors. The sole stockholder of the Company has not adopted, and is not required to adopt, any resolution or consent with respect to the transactions contemplated hereby, and no stockholder approval is required under the Delaware General Corporation Law, the Company's Certificate of Incorporation, or the Company's Bylaws for the authorization, execution, delivery, or performance of the Add-On Notes or any related documents.

Section 6 — Reliance

This Secretary's Certificate is being furnished to, and may be relied upon by, each of the following parties in connection with the opinions, certificates, and other closing deliverables being delivered at the closing of the Add-On Notes offering on December 10, 2025:

(i) Broadleaf Securities LLC and Fieldstone Capital Markets, Inc., as Initial Purchasers of the Add-On Notes;

(ii) Ridgeline Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture and the First Supplemental Indenture;

(iii) Calderwood & Harkness LLP, counsel to the Company and the Issuer, in connection with the legal opinions being delivered by such firm at the closing; and

(iv) Whitmore & Stein LLP, counsel to the Initial Purchasers, in connection with the legal opinions being delivered by such firm at the closing.

Each of the foregoing parties is entitled to rely upon the certifications, representations, and statements contained in this Secretary's Certificate as though such certifications, representations, and statements were made directly to each such party. This Secretary's Certificate shall inure to the benefit of each of the foregoing parties and their respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 10, 2025.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Raymond Chiu

Title: General Counsel & Secretary

Address: 2400 Commerce Parkway, Suite 800

Schaumburg, Illinois 60173

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF NEXFORD INDUSTRIAL HOLDINGS INC.

Adopted at a Meeting Duly Called and Held on November 8, 2025

The following resolutions were duly adopted by the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called, convened, and held on November 8, 2025, at which a quorum was present and acting throughout:

Preamble and Recitals

WHEREAS, the Company previously issued $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 (the "Existing Notes") pursuant to an Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among the Company, the guarantors party thereto, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee");

WHEREAS, the Indenture, including Section 2.01 and Section 4.09 thereof, permits the issuance of Additional Notes thereunder, subject to compliance with certain incurrence covenants specified in the Indenture, including, without limitation, a Fixed Charge Coverage Ratio of not less than 2.00 to 1.00 on a pro forma basis after giving effect to the incurrence of the Indebtedness represented by such Additional Notes and the application of the net proceeds therefrom;

WHEREAS, management of the Company has proposed, and has presented to the Board a detailed proposal for, the issuance by the Company of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") under the Indenture, as supplemented by a First Supplemental Indenture to be entered into by the Company, the guarantors party thereto, and the Trustee (the "First Supplemental Indenture"), to fund in part the acquisition of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation with its principal place of business at 1455 Innovation Boulevard, Dayton, Ohio 45402, engaged in the manufacture of precision-machined aluminum and titanium components for aerospace and defense original equipment manufacturers;

WHEREAS, the agreed purchase price for one hundred percent (100%) of the issued and outstanding shares of capital stock of Kessler is $138,000,000 in cash, representing an acquisition multiple of approximately 6.0x Kessler's last twelve months ("LTM") EBITDA of approximately $23,000,000, to be acquired from The Kessler Family Trust, holder of approximately seventy-two percent (72%) of the outstanding equity of Kessler, and Northland Growth Equity Fund III, LP, holder of approximately twenty-eight percent (28%) of the outstanding equity of Kessler (collectively, the "Sellers"), pursuant to a stock purchase agreement to be negotiated and executed by the parties (the "Acquisition Agreement");

WHEREAS, the Board has reviewed management's detailed analysis of the anticipated application of the net proceeds of the Add-On Notes, which provides for the allocation of approximately $138,000,000 toward the Kessler acquisition purchase price, approximately $5,000,000 toward estimated transaction fees and expenses (including initial purchaser discounts, legal fees, accounting fees, trustee fees, and other customary closing costs), and approximately $9,250,000 to the Company's balance sheet for general corporate purposes, including working capital;

WHEREAS, management has presented to the Board pro forma capitalization and leverage analysis demonstrating that, after giving effect to the issuance of the Add-On Notes, the receipt and application of the net proceeds therefrom, and the consummation of the Kessler acquisition, the Company's pro forma total net leverage would be approximately 4.1x LTM Adjusted EBITDA and the Company's pro forma secured net leverage would be approximately 2.7x LTM Adjusted EBITDA, in each case in compliance with the incurrence covenants set forth in the Indenture; and

WHEREAS, the Board has carefully considered the strategic merits and financial implications of the Kessler acquisition and the Add-On Notes offering, including the complementary nature of Kessler's business to the Company's existing operations, the expected synergies and margin enhancement opportunities, and the terms and conditions of the proposed financing, and has determined that the Kessler acquisition and the Add-On Notes offering are in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT:

Resolution 1 — Authorization of Add-On Notes Offering

RESOLVED, that the Company is hereby authorized to issue up to $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due March 15, 2030 (the "Add-On Notes") under the Indenture, as supplemented by the First Supplemental Indenture, the Add-On Notes to bear interest at a rate of 8.750% per annum, payable semi-annually, and to mature on March 15, 2030, on substantially the same terms and conditions as the Existing Notes; and further

RESOLVED, that the Add-On Notes shall be offered and sold in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers (as defined in Rule 144A) and pursuant to Regulation S under the Securities Act to persons outside the United States, in each case in compliance with applicable federal and state securities laws; and further

RESOLVED, that in connection with the issuance of the Add-On Notes, the Company is hereby authorized to execute and deliver the First Supplemental Indenture with Ridgeline Trust Company, N.A., as Trustee and Collateral Agent, and the guarantors party thereto, on such terms and conditions as the officers of the Company executing the same shall deem necessary, advisable, and in the best interests of the Company, such determination to be conclusively evidenced by such officers' execution and delivery thereof.

Resolution 2 — Authorization of Purchase Agreement

RESOLVED, that the Company is hereby authorized to enter into a Purchase Agreement (the "Purchase Agreement") with Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers listed therein, and Fieldstone Capital Markets, Inc. ("Fieldstone" and, together with Broadleaf, the "Initial Purchasers"), providing for the purchase by the Initial Purchasers of the Add-On Notes at an issue price and initial purchaser discount to be determined by market conditions prevailing at or prior to pricing, with such issue price currently estimated by management to be approximately 101.500% of the aggregate principal amount of the Add-On Notes and the initial purchaser discount currently estimated to be approximately 1.750% of the aggregate principal amount of the Add-On Notes (representing initial purchaser compensation of approximately $2,625,000); and further

RESOLVED, that the terms and conditions of the Purchase Agreement, including the representations, warranties, covenants, indemnification provisions, and conditions to closing set forth therein, shall be such terms and conditions as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such execution and delivery.

Resolution 3 — Authorization of Kessler Acquisition

RESOLVED, that the acquisition by the Company (or a wholly owned subsidiary of the Company designated for such purpose) of one hundred percent (100%) of the issued and outstanding shares of capital stock of Kessler Precision Components, Inc. from The Kessler Family Trust and Northland Growth Equity Fund III, LP for an aggregate cash purchase price of $138,000,000, on the terms and conditions set forth in the Acquisition Agreement dated as of November 15, 2025 (or such other date as the same may bear), by and among the Company, the Sellers, and the Seller Representative named therein, is hereby ratified, confirmed, and approved in all respects; and further

RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions and execute all documents, instruments, and certificates as may be necessary or desirable to consummate the Kessler acquisition, including, without limitation, any post-closing adjustments, escrow arrangements, non-competition agreements, transition services agreements, and employment agreements with key Kessler personnel.

Resolution 4 — Authorization of Related Documents

RESOLVED, that the proper officers of the Company are hereby authorized and directed to execute, deliver, and perform, on behalf of the Company, each of the following documents, agreements, and instruments, in each case in such form and containing such terms and provisions as the officers executing the same shall approve, such approval to be conclusively evidenced by such execution:

(a) a Registration Rights Agreement (or joinder to the existing Registration Rights Agreement dated as of March 15, 2023), providing for certain registration rights with respect to the Add-On Notes and the guarantees thereof;

(b) an Officers' Certificate to be delivered to the Trustee in connection with the issuance of the Add-On Notes pursuant to Section 2.01 of the Indenture;

(c) any supplements, amendments, or joinders to the existing security agreements, pledge agreements, intellectual property security agreements, and related collateral documents entered into in connection with the Indenture, as supplemented;

(d) any UCC financing statements, fixtures filings, intellectual property filings, and other perfection documents as may be necessary or advisable to perfect the security interests of the Trustee and the Collateral Agent in the Collateral (as defined in the Indenture) with respect to the Add-On Notes;

(e) any amendments, supplements, acknowledgments, or other modifications to the existing Intercreditor Agreement among the Company, Ridgeline Trust Company, N.A., as Collateral Agent, and Lakefront National Bank, as agent under the Company's revolving credit facility;

(f) any collateral filings, mortgage supplements, or deed of trust supplements in such jurisdictions as may be required or advisable; and

(g) all other agreements, certificates, instruments, notices, opinions, and documents as may be necessary, advisable, or desirable to consummate the transactions authorized by these resolutions.

Resolution 5 — Designation of Authorized Officers

RESOLVED, that each of Marcus DeLeon, Chief Executive Officer, Sandra Okafor, Chief Financial Officer, Raymond Chiu, General Counsel and Secretary, and David Altschuler, Treasurer (each an "Authorized Officer"), is hereby authorized and empowered to execute and deliver, on behalf of the Company, any and all documents, agreements, certificates, instruments, and notices in connection with the Add-On Notes offering, the Kessler acquisition, and the transactions contemplated by these resolutions, and that the signature of any one (1) of such Authorized Officers shall be sufficient and binding upon the Company for all purposes.

Resolution 6 — Ratification

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of any documents, agreements, or instruments relating to the transactions contemplated by these resolutions, including, without limitation, the engagement of Broadleaf Securities LLC and Fieldstone Capital Markets, Inc. as Initial Purchasers, the engagement of Calderwood & Harkness LLP as issuer's counsel, and the negotiation of the Acquisition Agreement with the Sellers, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.

Resolution 7 — General Authorization

RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to take any and all further actions and to execute and deliver any and all further documents, instruments, certificates, agreements, and notices as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with such modifications, amendments, additions, supplements, or changes thereto as the officer or officers executing the same shall approve, such approval to be conclusively evidenced by the execution thereof; and further

RESOLVED, that no provision of any of the foregoing resolutions is intended to, and no such provision shall be construed to, limit or restrict in any way the general authority granted to the officers of the Company by these resolutions or by the Certificate of Incorporation or Bylaws of the Company.

Certification. I, Raymond Chiu, Secretary of Nexford Industrial Holdings Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors of the Company at a meeting duly called, convened, and held on November 8, 2025. I further certify that such resolutions were duly adopted at a meeting at which a quorum of the Board was present and acting throughout, and that the adoption of such resolutions was in accordance with the Delaware General Corporation Law, the Company's Certificate of Incorporation, and the Company's Bylaws. I further certify that such resolutions have not been amended, modified, supplemented, rescinded, or revoked and remain in full force and effect as of the date hereof.

________________________________________

Raymond Chiu Secretary Nexford Industrial Holdings Inc.

Date: December 10, 2025

EXHIBIT B

CERTIFICATE OF INCORPORATION

Certificate of Incorporation of Nexford Industrial Holdings Inc. As Amended and Restated, as Currently in Effect

Filed with the Secretary of State of the State of Delaware

The Company was originally incorporated in the State of Delaware on January 22, 2019, under the name "Nexford Industrial Holdings Inc." The Certificate of Incorporation, as amended and restated, was most recently filed with the Secretary of State of the State of Delaware on March 10, 2023, in connection with the corporate reorganization preceding the issuance of the Existing Notes.

[Full text of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated, is attached hereto and incorporated herein by reference.]

EXHIBIT C

BYLAWS

Bylaws of Nexford Industrial Holdings Inc. As Amended and Currently in Effect

The Bylaws of Nexford Industrial Holdings Inc. were most recently amended by resolution of the Board of Directors on March 10, 2023. No further amendments to the Bylaws have been adopted, proposed, or are pending as of the date hereof.

[Full text of the Bylaws of Nexford Industrial Holdings Inc., as amended, is attached hereto and incorporated herein by reference.]

EXHIBIT D

CERTIFICATE OF GOOD STANDING

Certificate of Good Standing of Nexford Industrial Holdings Inc. Issued by the Secretary of State of the State of Delaware

The Certificate of Good Standing (also referred to as a Certificate of Legal Existence) for Nexford Industrial Holdings Inc. was issued by the Secretary of State of the State of Delaware and is dated within five (5) business days of December 10, 2025, in compliance with the requirements of the Purchase Agreement and the First Supplemental Indenture.

[Original Certificate of Good Standing issued by the Secretary of State of the State of Delaware is attached hereto and incorporated herein by reference.]

Name	Title	Specimen Signature
Marcus DeLeon	Chief Executive Officer	________
Sandra Okafor	Chief Financial Officer	________
Raymond Chiu	General Counsel & Secretary	________
David Altschuler	Treasurer	________

SECRETARY'S CERTIFICATE OF NEXFORD INDUSTRIAL HOLDINGS INC.
Delivered in connection with the issuance of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030
December 10, 2025
Reference Documents:
First Supplemental Indenture, dated as of December 10, 2025 (the "First Supplemental Indenture"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Company" or the "Issuer"), the Guarantors party thereto, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"), supplementing that certain Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among the Company, the Guarantors party thereto, and the Trustee.
Purchase Agreement, dated as of December 5, 2025 (the "Purchase Agreement"), among the Company, the Guarantors party thereto, Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers listed therein, and Fieldstone Capital Markets, Inc. ("Fieldstone" and, together with Broadleaf, the "Initial Purchasers").
I, Raymond Chiu, hereby certify that I am the duly elected, qualified, and acting Secretary and General Counsel of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"). The principal office of the Company is located at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173. The Company's registered agent in the State of Delaware is c/o Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's federal employer identification number is 84-3291057.
This Secretary's Certificate is being delivered pursuant to the Purchase Agreement and the First Supplemental Indenture in connection with the issuance and sale by the Company of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes"). The Add-On Notes are being issued as additional notes under the Indenture and will be fungible with, and form a single series with, the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued by the Company on March 15, 2023 (the "Existing Notes"). Upon issuance of the Add-On Notes, the aggregate outstanding principal amount of 8.750% Senior Secured Notes due 2030 will be $625,000,000.
All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable.
In my capacity as Secretary and General Counsel of the Company, and having access to the corporate records of the Company, I hereby certify as follows:
Section 1 — Certification of Board Resolutions
Attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company (the "Board") at a meeting of the Board duly called, convened, and held on November 8, 2025, at which a quorum of the directors of the Company was present and acting throughout the entirety of the proceedings relating to the adoption of such Resolutions. Such meeting was called and conducted in accordance with applicable provisions of the Delaware General Corporation Law, the Company's Certificate of Incorporation, and the Company's Bylaws.
I further certify that the Resolutions, as set forth in Exhibit A, authorized, among other things:
(i) the issuance by the Company of up to $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 under the existing Indenture dated as of March 15, 2023, as supplemented by the First Supplemental Indenture;
(ii) the execution and delivery by the Company of the First Supplemental Indenture, the Purchase Agreement, and all related documents, agreements, certificates, and instruments contemplated thereby or necessary or desirable in connection therewith;
(iii) the acquisition by the Company of 100% of the issued and outstanding shares of capital stock of Kessler Precision Components, Inc., an Ohio corporation with its principal place of business at 1455 Innovation Boulevard, Dayton, Ohio 45402 (federal employer identification number 31-1784623) ("Kessler"), for an aggregate cash purchase price of $138,000,000;
(iv) the use of the net proceeds of the Add-On Notes to fund the Kessler acquisition, to pay related transaction fees and expenses, and for general corporate purposes; and
(v) the designation of certain officers of the Company to execute and deliver each of the foregoing documents, agreements, certificates, and instruments on behalf of the Company.
I further certify that the Resolutions have not been rescinded, amended, modified, supplemented, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or by the stockholders of the Company that would conflict with, supersede, or in any way limit the authority conferred by the Resolutions.
Section 2 — Certification of Incumbency
I hereby certify that each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Company, holding the office set forth opposite such person's name below. Each such person has been duly authorized by the Resolutions to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, and all other documents, agreements, certificates, and instruments to be executed and delivered by the Company in connection with the offering and sale of the Add-On Notes. The signature set forth opposite each such person's name below is the genuine signature of such person:
Each of the foregoing officers was duly elected or appointed to the office indicated above in accordance with the Company's Certificate of Incorporation and Bylaws and the applicable provisions of the Delaware General Corporation Law, and each such officer continues to serve in such capacity as of the date hereof.
Section 3 — Certification of Organizational Documents
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated and as currently in full force and effect, as filed with the Secretary of State of the State of Delaware. Such Certificate of Incorporation reflects all amendments, supplements, and restatements adopted by the Company's stockholders and Board of Directors through and including the date hereof.
I further certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of Nexford Industrial Holdings Inc., as amended and as currently in full force and effect. Such Bylaws reflect all amendments adopted by the Board of Directors or the stockholders of the Company through and including the date hereof.
I further certify that no amendments, modifications, supplements, or restatements of the Certificate of Incorporation or the Bylaws have been adopted, approved, or proposed since the date of the copies of such documents attached hereto as Exhibit B and Exhibit C, respectively. No proceedings for the amendment of such organizational documents are currently contemplated or pending.
I further certify that the Company has not been dissolved, merged, or consolidated with any other entity and that no proceedings for the dissolution, merger, or consolidation of the Company have been commenced, are pending, or, to the best of my knowledge, are threatened or contemplated.
Section 4 — Certification of Good Standing
I hereby certify that attached hereto as Exhibit D is a certificate of good standing (also referred to as a certificate of legal existence) for Nexford Industrial Holdings Inc. issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof.
Based upon such certificate and the records available to me as Secretary of the Company, the Company is validly existing and in good standing under the laws of the State of Delaware and has not failed to file any annual report or pay any franchise tax or other amount due and owing to the State of Delaware.
Section 5 — Additional Certifications
I further certify as follows:
(a) The Company has all requisite corporate power and authority to execute and deliver the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, the Registration Rights Agreement (or joinder thereto), and all other closing documents, agreements, certificates, and instruments to be executed and delivered by the Company in connection with the offering and sale of the Add-On Notes and the consummation of the transactions contemplated thereby.
(b) All corporate action on the part of the Company, including without limitation all action by the Board of Directors and the stockholders of the Company, that is necessary for the authorization, execution, delivery, and performance by the Company of the First Supplemental Indenture, the Purchase Agreement, the Add-On Notes, and all other closing documents has been duly and validly taken. No further corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated by such documents.
(c) No consent, approval, authorization, or other action by any stockholder of the Company is required in connection with the transactions contemplated by the Purchase Agreement, the First Supplemental Indenture, or any of the other closing documents. The Company is a wholly owned subsidiary of Nexford Parent Corp., a Delaware corporation, which is in turn owned approximately 82% by Granite Peak Capital Fund V, LP, a Delaware limited partnership, with the remaining equity held by members of the Company's management team and certain co-investors. The sole stockholder of the Company has not adopted, and is not required to adopt, any resolution or consent with respect to the transactions contemplated hereby, and no stockholder approval is required under the Delaware General Corporation Law, the Company's Certificate of Incorporation, or the Company's Bylaws for the authorization, execution, delivery, or performance of the Add-On Notes or any related documents.
Section 6 — Reliance
This Secretary's Certificate is being furnished to, and may be relied upon by, each of the following parties in connection with the opinions, certificates, and other closing deliverables being delivered at the closing of the Add-On Notes offering on December 10, 2025:
(i) Broadleaf Securities LLC and Fieldstone Capital Markets, Inc., as Initial Purchasers of the Add-On Notes;
(ii) Ridgeline Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture and the First Supplemental Indenture;
(iii) Calderwood & Harkness LLP, counsel to the Company and the Issuer, in connection with the legal opinions being delivered by such firm at the closing; and
(iv) Whitmore & Stein LLP, counsel to the Initial Purchasers, in connection with the legal opinions being delivered by such firm at the closing.
Each of the foregoing parties is entitled to rely upon the certifications, representations, and statements contained in this Secretary's Certificate as though such certifications, representations, and statements were made directly to each such party. This Secretary's Certificate shall inure to the benefit of each of the foregoing parties and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of December 10, 2025.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Raymond Chiu
Title: General Counsel & Secretary
Address: 2400 Commerce Parkway, Suite 800
Schaumburg, Illinois 60173
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF NEXFORD INDUSTRIAL HOLDINGS INC.
Adopted at a Meeting Duly Called and Held on November 8, 2025
The following resolutions were duly adopted by the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called, convened, and held on November 8, 2025, at which a quorum was present and acting throughout:
Preamble and Recitals
WHEREAS, the Company previously issued $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 (the "Existing Notes") pursuant to an Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Indenture"), among the Company, the guarantors party thereto, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee");
WHEREAS, the Indenture, including Section 2.01 and Section 4.09 thereof, permits the issuance of Additional Notes thereunder, subject to compliance with certain incurrence covenants specified in the Indenture, including, without limitation, a Fixed Charge Coverage Ratio of not less than 2.00 to 1.00 on a pro forma basis after giving effect to the incurrence of the Indebtedness represented by such Additional Notes and the application of the net proceeds therefrom;
WHEREAS, management of the Company has proposed, and has presented to the Board a detailed proposal for, the issuance by the Company of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") under the Indenture, as supplemented by a First Supplemental Indenture to be entered into by the Company, the guarantors party thereto, and the Trustee (the "First Supplemental Indenture"), to fund in part the acquisition of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation with its principal place of business at 1455 Innovation Boulevard, Dayton, Ohio 45402, engaged in the manufacture of precision-machined aluminum and titanium components for aerospace and defense original equipment manufacturers;
WHEREAS, the agreed purchase price for one hundred percent (100%) of the issued and outstanding shares of capital stock of Kessler is $138,000,000 in cash, representing an acquisition multiple of approximately 6.0x Kessler's last twelve months ("LTM") EBITDA of approximately $23,000,000, to be acquired from The Kessler Family Trust, holder of approximately seventy-two percent (72%) of the outstanding equity of Kessler, and Northland Growth Equity Fund III, LP, holder of approximately twenty-eight percent (28%) of the outstanding equity of Kessler (collectively, the "Sellers"), pursuant to a stock purchase agreement to be negotiated and executed by the parties (the "Acquisition Agreement");
WHEREAS, the Board has reviewed management's detailed analysis of the anticipated application of the net proceeds of the Add-On Notes, which provides for the allocation of approximately $138,000,000 toward the Kessler acquisition purchase price, approximately $5,000,000 toward estimated transaction fees and expenses (including initial purchaser discounts, legal fees, accounting fees, trustee fees, and other customary closing costs), and approximately $9,250,000 to the Company's balance sheet for general corporate purposes, including working capital;
WHEREAS, management has presented to the Board pro forma capitalization and leverage analysis demonstrating that, after giving effect to the issuance of the Add-On Notes, the receipt and application of the net proceeds therefrom, and the consummation of the Kessler acquisition, the Company's pro forma total net leverage would be approximately 4.1x LTM Adjusted EBITDA and the Company's pro forma secured net leverage would be approximately 2.7x LTM Adjusted EBITDA, in each case in compliance with the incurrence covenants set forth in the Indenture; and
WHEREAS, the Board has carefully considered the strategic merits and financial implications of the Kessler acquisition and the Add-On Notes offering, including the complementary nature of Kessler's business to the Company's existing operations, the expected synergies and margin enhancement opportunities, and the terms and conditions of the proposed financing, and has determined that the Kessler acquisition and the Add-On Notes offering are in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT:
Resolution 1 — Authorization of Add-On Notes Offering
RESOLVED, that the Company is hereby authorized to issue up to $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due March 15, 2030 (the "Add-On Notes") under the Indenture, as supplemented by the First Supplemental Indenture, the Add-On Notes to bear interest at a rate of 8.750% per annum, payable semi-annually, and to mature on March 15, 2030, on substantially the same terms and conditions as the Existing Notes; and further
RESOLVED, that the Add-On Notes shall be offered and sold in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers (as defined in Rule 144A) and pursuant to Regulation S under the Securities Act to persons outside the United States, in each case in compliance with applicable federal and state securities laws; and further
RESOLVED, that in connection with the issuance of the Add-On Notes, the Company is hereby authorized to execute and deliver the First Supplemental Indenture with Ridgeline Trust Company, N.A., as Trustee and Collateral Agent, and the guarantors party thereto, on such terms and conditions as the officers of the Company executing the same shall deem necessary, advisable, and in the best interests of the Company, such determination to be conclusively evidenced by such officers' execution and delivery thereof.
Resolution 2 — Authorization of Purchase Agreement
RESOLVED, that the Company is hereby authorized to enter into a Purchase Agreement (the "Purchase Agreement") with Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers listed therein, and Fieldstone Capital Markets, Inc. ("Fieldstone" and, together with Broadleaf, the "Initial Purchasers"), providing for the purchase by the Initial Purchasers of the Add-On Notes at an issue price and initial purchaser discount to be determined by market conditions prevailing at or prior to pricing, with such issue price currently estimated by management to be approximately 101.500% of the aggregate principal amount of the Add-On Notes and the initial purchaser discount currently estimated to be approximately 1.750% of the aggregate principal amount of the Add-On Notes (representing initial purchaser compensation of approximately $2,625,000); and further
RESOLVED, that the terms and conditions of the Purchase Agreement, including the representations, warranties, covenants, indemnification provisions, and conditions to closing set forth therein, shall be such terms and conditions as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such execution and delivery.
Resolution 3 — Authorization of Kessler Acquisition
RESOLVED, that the acquisition by the Company (or a wholly owned subsidiary of the Company designated for such purpose) of one hundred percent (100%) of the issued and outstanding shares of capital stock of Kessler Precision Components, Inc. from The Kessler Family Trust and Northland Growth Equity Fund III, LP for an aggregate cash purchase price of $138,000,000, on the terms and conditions set forth in the Acquisition Agreement dated as of November 15, 2025 (or such other date as the same may bear), by and among the Company, the Sellers, and the Seller Representative named therein, is hereby ratified, confirmed, and approved in all respects; and further
RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions and execute all documents, instruments, and certificates as may be necessary or desirable to consummate the Kessler acquisition, including, without limitation, any post-closing adjustments, escrow arrangements, non-competition agreements, transition services agreements, and employment agreements with key Kessler personnel.
Resolution 4 — Authorization of Related Documents
RESOLVED, that the proper officers of the Company are hereby authorized and directed to execute, deliver, and perform, on behalf of the Company, each of the following documents, agreements, and instruments, in each case in such form and containing such terms and provisions as the officers executing the same shall approve, such approval to be conclusively evidenced by such execution:
(a) a Registration Rights Agreement (or joinder to the existing Registration Rights Agreement dated as of March 15, 2023), providing for certain registration rights with respect to the Add-On Notes and the guarantees thereof;
(b) an Officers' Certificate to be delivered to the Trustee in connection with the issuance of the Add-On Notes pursuant to Section 2.01 of the Indenture;
(c) any supplements, amendments, or joinders to the existing security agreements, pledge agreements, intellectual property security agreements, and related collateral documents entered into in connection with the Indenture, as supplemented;
(d) any UCC financing statements, fixtures filings, intellectual property filings, and other perfection documents as may be necessary or advisable to perfect the security interests of the Trustee and the Collateral Agent in the Collateral (as defined in the Indenture) with respect to the Add-On Notes;
(e) any amendments, supplements, acknowledgments, or other modifications to the existing Intercreditor Agreement among the Company, Ridgeline Trust Company, N.A., as Collateral Agent, and Lakefront National Bank, as agent under the Company's revolving credit facility;
(f) any collateral filings, mortgage supplements, or deed of trust supplements in such jurisdictions as may be required or advisable; and
(g) all other agreements, certificates, instruments, notices, opinions, and documents as may be necessary, advisable, or desirable to consummate the transactions authorized by these resolutions.
Resolution 5 — Designation of Authorized Officers
RESOLVED, that each of Marcus DeLeon, Chief Executive Officer, Sandra Okafor, Chief Financial Officer, Raymond Chiu, General Counsel and Secretary, and David Altschuler, Treasurer (each an "Authorized Officer"), is hereby authorized and empowered to execute and deliver, on behalf of the Company, any and all documents, agreements, certificates, instruments, and notices in connection with the Add-On Notes offering, the Kessler acquisition, and the transactions contemplated by these resolutions, and that the signature of any one (1) of such Authorized Officers shall be sufficient and binding upon the Company for all purposes.
Resolution 6 — Ratification
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with the negotiation, preparation, and execution of any documents, agreements, or instruments relating to the transactions contemplated by these resolutions, including, without limitation, the engagement of Broadleaf Securities LLC and Fieldstone Capital Markets, Inc. as Initial Purchasers, the engagement of Calderwood & Harkness LLP as issuer's counsel, and the negotiation of the Acquisition Agreement with the Sellers, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company.
Resolution 7 — General Authorization
RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to take any and all further actions and to execute and deliver any and all further documents, instruments, certificates, agreements, and notices as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, with such modifications, amendments, additions, supplements, or changes thereto as the officer or officers executing the same shall approve, such approval to be conclusively evidenced by the execution thereof; and further
RESOLVED, that no provision of any of the foregoing resolutions is intended to, and no such provision shall be construed to, limit or restrict in any way the general authority granted to the officers of the Company by these resolutions or by the Certificate of Incorporation or Bylaws of the Company.
Certification.  I, Raymond Chiu, Secretary of Nexford Industrial Holdings Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors of the Company at a meeting duly called, convened, and held on November 8, 2025. I further certify that such resolutions were duly adopted at a meeting at which a quorum of the Board was present and acting throughout, and that the adoption of such resolutions was in accordance with the Delaware General Corporation Law, the Company's Certificate of Incorporation, and the Company's Bylaws. I further certify that such resolutions have not been amended, modified, supplemented, rescinded, or revoked and remain in full force and effect as of the date hereof.
________________________________________
Raymond Chiu Secretary Nexford Industrial Holdings Inc.
Date: December 10, 2025
EXHIBIT B
CERTIFICATE OF INCORPORATION
Certificate of Incorporation of Nexford Industrial Holdings Inc. As Amended and Restated, as Currently in Effect
Filed with the Secretary of State of the State of Delaware
The Company was originally incorporated in the State of Delaware on January 22, 2019, under the name "Nexford Industrial Holdings Inc." The Certificate of Incorporation, as amended and restated, was most recently filed with the Secretary of State of the State of Delaware on March 10, 2023, in connection with the corporate reorganization preceding the issuance of the Existing Notes.
[Full text of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and restated, is attached hereto and incorporated herein by reference.]
EXHIBIT C
BYLAWS
Bylaws of Nexford Industrial Holdings Inc. As Amended and Currently in Effect
The Bylaws of Nexford Industrial Holdings Inc. were most recently amended by resolution of the Board of Directors on March 10, 2023. No further amendments to the Bylaws have been adopted, proposed, or are pending as of the date hereof.
[Full text of the Bylaws of Nexford Industrial Holdings Inc., as amended, is attached hereto and incorporated herein by reference.]
EXHIBIT D
CERTIFICATE OF GOOD STANDING
Certificate of Good Standing of Nexford Industrial Holdings Inc. Issued by the Secretary of State of the State of Delaware
The Certificate of Good Standing (also referred to as a Certificate of Legal Existence) for Nexford Industrial Holdings Inc. was issued by the Secretary of State of the State of Delaware and is dated within five (5) business days of December 10, 2025, in compliance with the requirements of the Purchase Agreement and the First Supplemental Indenture.
[Original Certificate of Good Standing issued by the Secretary of State of the State of Delaware is attached hereto and incorporated herein by reference.]
Name | Title | Specimen Signature
Marcus DeLeon | Chief Executive Officer | ________
Sandra Okafor | Chief Financial Officer | ________
Raymond Chiu | General Counsel & Secretary | ________
David Altschuler | Treasurer | ________