Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation. "Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent under the Credit Agreement, and its successors and assigns in such capacity. "Copyright Collateral" means al

Section 1.2 — Terms Defined in the UCC Unless otherwise defined herein or in the Credit Agreement, terms used herein that are defined in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the "UCC") are used herein as so defined. In the event that a term is defined both herein and in the UCC, the definition set forth herein shall control.

Section 1.3 — Terms Defined in the Credit Agreement Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, in the Security Agreement. The rules of construction and interpretation set forth in Section 1.03 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Grant Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in, and a lien upon, all of such Grantor's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the "IP Collateral"): (a) All Patents and P

Section 2.2 — Security for Obligations The security interest created and granted pursuant to this Agreement secures the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations under the Credit Agreement, including, without limitation, all principal, interest (including post-petition interest, whether or not allowed in any bankruptcy or insolv

Section 2.3 — Supplement to Security Agreement This Agreement supplements and is in addition to (and does not limit, modify, or supersede) the Security Agreement dated as of March 28, 2025. The security interest granted herein is in addition to, and not in substitution for, the security interest granted in the Security Agreement. To the extent of any conflict between the terms and provisions of this Agreement and the

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each Security Agreement Supplement delivered pursuant to Section 5.3, that:

Section 3.1 — Title and Ownership Such Grantor is the sole and exclusive owner of, or has valid and enforceable rights in, all IP Collateral listed on the Schedules hereto opposite such Grantor's name, free and clear of all liens, encumbrances, charges, security interests, and adverse claims of any kind, except for Permitted Liens (as defined in the Credit Agreement). Without limiting the generality of the foregoing,

Section 3.2 — Validity and Enforceability To the knowledge of such Grantor, all registrations of and applications for Patents, Trademarks, and Copyrights listed on Schedules B, C, and D hereto are valid, subsisting, and enforceable. Without limiting the generality of the foregoing: (a) no Patent, Trademark registration, or Copyright registration listed on the Schedules has been adjudged invalid or unenforceable, in w

Section 3.3 — Completeness of Schedules Schedules B, C, and D hereto set forth a complete and accurate list, as of the date hereof (March 28, 2025), of all Patents, Patent applications, Trademarks, Trademark applications, Copyrights, and Copyright applications that are registered with or applied for at the USPTO or the U.S. Copyright Office and that are owned by such Grantor. Schedule E hereto sets forth a complete a

Section 3.4 — No Infringement To the knowledge of such Grantor, the conduct of such Grantor's business as presently conducted and as presently proposed to be conducted does not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party in any material respect. To the knowledge of such Grantor, no third party is infringing, misappropriating, or otherwise violating any IP Collate

Section 3.5 — No Third-Party Claims No claim, action, suit, proceeding, or investigation is pending or, to the knowledge of such Grantor, threatened in writing by any Person alleging that the use of any IP Collateral by such Grantor infringes, dilutes, misappropriates, or otherwise violates the intellectual property rights of any third party. No claim, action, suit, proceeding, or investigation is pending or, to the

Section 3.6 — IP Licenses Each IP License (whether such Grantor is the licensor or the licensee thereunder) listed on Schedule E hereto is in full force and effect, and constitutes a legal, valid, and binding obligation of such Grantor and, to the knowledge of such Grantor, of each other party thereto. No default or event of default, and no event that with the giving of notice or the lapse of time or both would const

Section 3.7 — No Prior Security Interests No Grantor has previously granted any security interest in any of the IP Collateral to any Person, other than the security interest granted to Atlas Meridian Bank, N.A., as collateral agent, under that certain Security Agreement and intellectual Property Security Agreement, each dated as of June 14, 2019, entered into in connection with that certain Credit Agreement dated as

ARTICLE IV — COVENANTS Each Grantor covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, that so long as any of the Obligations remain outstanding or any Lender has any commitment under the Credit Agreement:

Section 4.1 — Protection of IP Collateral Each Grantor shall: (a) Use commercially reasonable efforts to maintain and preserve the IP Collateral, including, without limitation, by diligently prosecuting all pending patent applications, trademark applications, and copyright applications, paying all maintenance fees, annuities, renewal fees, and other fees when due with respect to all issued Patents and registered Trad

Section 4.2 — Prosecution and Defense Each Grantor shall diligently prosecute and defend all of its material IP Collateral against infringement, counterfeiting, dilution, misappropriation, or other violation by third parties, and shall take all commercially reasonable actions to stop any such infringement, counterfeiting, dilution, misappropriation, or violation, including, without limitation, initiating and prosecut

Section 4.3 — No Transfer or Encumbrance No Grantor shall sell, assign, transfer, convey, abandon, exchange, or otherwise dispose of, or grant an exclusive license in, or create or permit to exist any lien or encumbrance upon, any IP Collateral, except: (a) Permitted Liens (as defined in the Credit Agreement); (b) Sales, transfers, licenses, and other dispositions permitted by the Credit Agreement, including, without

Section 4.4 — Maintenance of Records Each Grantor shall maintain complete and accurate records of all IP Collateral, including, without limitation, all registration numbers, application numbers, filing dates, issuance dates, renewal dates, maintenance fee deadlines, jurisdictions of registration, and current status of each Patent, Trademark, and Copyright included within the IP Collateral. Such records shall be maint

Section 4.5 — Notices Each Grantor shall promptly (and in any event within fifteen (15) Business Days) notify the Collateral Agent in writing of: (a) Any claim, action, suit, proceeding, investigation, or other adverse proceeding commenced or, to the knowledge of such Grantor, threatened in writing against such Grantor concerning any material IP Collateral, including, without limitation, any claim of infringement, in

ARTICLE V — FURTHER ASSURANCES; SUPPLEMENTS

Section 5.1 — Further Assurances Each Grantor shall, at its own cost and expense, promptly execute and deliver all further instruments, documents, and agreements, and take all further actions, that the Collateral Agent may from time to time reasonably request, in order to perfect, protect, maintain, and continue the first priority of the security interests granted herein, and to enable the Collateral Agent to exercis

Section 5.2 — Recordation Each Grantor hereby authorizes the Collateral Agent to record this Agreement (or a short-form version or memorandum hereof in form reasonably acceptable to the Collateral Agent) with the USPTO and the U.S. Copyright Office and with any other applicable governmental authority, including, without limitation, any foreign patent, trademark, or copyright office, as the Collateral Agent may deem n

Section 5.3 — Supplements and Updates to Schedules Each Grantor shall, within thirty (30) days after acquiring or filing any new Patent, Trademark, or Copyright registration or application (or such longer period as the Collateral Agent may agree in writing): (a) Notify the Collateral Agent in writing, identifying each such new Patent, Trademark, or Copyright (including applicable registration numbers, application num

Section 6.1 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have, in addition to all other rights and remedies granted under the Security Agreement, the Credit Agreement, and the other Loan Documents, and in addition to all other rights and remedies available at law or in equity (including, without limitation

Section 6.2 — License to Collateral Agent Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, effective upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, an irrevocable (until such time as all Obligations have been paid in full and all commitments under the Credit Agreement have been terminated), non-exclusive, worldwide, royalty-

Section 6.3 — Application of Proceeds All cash proceeds received by the Collateral Agent in respect of any sale, collection, foreclosure, or other realization upon all or any part of the IP Collateral pursuant to the exercise of the Collateral Agent's rights and remedies hereunder shall be applied in accordance with the terms of the Credit Agreement and the Security Agreement, including, without limitation, the water

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Governing Law This Agreement and any claims, controversies, disputes, or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof, other than Sections 5-1401 an

Section 7.2 — Jurisdiction; Waiver of Jury Trial (a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relatin

Section 7.3 — Counterparts This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (including in .pdf or .tif format)

Section 7.4 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by any Grantor therefrom, shall be effective unless it is in writing and signed by the Collateral Agent and each Grantor affected thereby (or, in the case of a waiver, by the Collateral Agent), and each such waiver or consent shall be effective only in the specific

Section 7.5 — Termination and Release (a) This Agreement and the security interests granted herein shall automatically terminate and be released upon the earliest to occur of: (i) the payment in full in cash of all Obligations under the Credit Agreement (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) and the termination or expiration of all commitments of

Section 7.6 — No Assumption of Obligations The Collateral Agent shall have no obligation or liability under any IP License or any other agreement, contract, or instrument to which any Grantor is a party or by which any Grantor or any of its property is bound, by reason of or arising out of this Agreement or the receipt by the Collateral Agent of any payment relating to any IP Collateral pursuant hereto. The Collatera

Section 7.7 — Successors and Assigns This Agreement shall be binding upon each Grantor, its successors and assigns (including, without limitation, any debtor-in-possession on behalf of such Grantor), and shall inure to the benefit of the Collateral Agent and its successors and assigns, including, without limitation, any successor Collateral Agent appointed pursuant to the provisions of the Credit Agreement. No Granto

Section 7.8 — Severability If any provision of this Agreement is held to be illegal, invalid, or unenforceable, (a) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid, or unenforceable provision with a valid provision the economic effect

Section 7.9 — Headings The section headings and table of contents used herein are for convenience of reference only, are not part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 7.10 — Conflicts with Security Agreement In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Security Agreement, the Security Agreement shall govern and control in all respects, except that the provisions of this Agreement that specifically address the form, substance, filing, and recording of security interests in intellectual p

Section 7.11 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be given in accordance with the notice provisions set forth in Section 10.02 of the Credit Agreement. Notices to the Borrower (on behalf of itself and each other Grantor) shall be directed to: Nexford Industrial Holding

1. New intellectual Property. Pursuant to Section 5.3 of the IP Security Agreement, the Supplementing Grantor hereby notifies the Collateral Agent that it has acquired or filed applications for the following new Patents, Trademarks, and/or Copyrights since the date of the IP Security Agreement (or the most recent Security Agreement Supplement): New Patents / Patent Applications: New Trademarks / Trademark Application

2. Confirmation of Representations and Warranties. The Supplementing Grantor hereby confirms that each of the representations and warranties set forth in Article III of the IP Security Agreement is true and correct in all material respects (or, to the extent that any such representation or warranty is qualified by "materiality" or "Material Adverse Effect," in all respects) with respect to the intellectual property i

3. Confirmation of Security Interest. The Supplementing Grantor hereby confirms that the security interest granted pursuant to Section 2.1 of the IP Security Agreement extends to, and encumbers, the intellectual property identified in Section 1 of this Security Agreement Supplement, and all proceeds thereof, and that such intellectual property shall constitute "IP Collateral" for all purposes of the IP Security Agree

4. Covenants. The Supplementing Grantor hereby confirms that all covenants set forth in Articles IV and V of the IP Security Agreement apply in full to the intellectual property identified herein.

5. Governing Law. This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.

6. Counterparts. This Security Agreement Supplement may be executed in counterparts (including by electronic signature), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument. IN WITNESS WHEREOF, the undersigned has caused this Security Agreement Supplement to be duly executed and delivered as of the date first above written. [NAME OF GRANTOR] By: ______