Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.01 Defined Terms. As used in this Pledge Agreement, the following terms shall have the following meanings: "Credit Agreement" means the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint L

Section 1.02 Interpretation. (a) Terms used but not defined herein that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. In the event of a conflict between the definitions contained herein and those contained in the Credit Agreement, the definitions in this Pledge Agreement shall control for purposes of this Pledge Agreement. (b) The definitions of terms here

ARTICLE II PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Pledge. The Pledgor hereby pledges, assigns, hypothecates, transfers, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of the Pledgor's right, title, and interest in, to, and under the Pledged Collateral, whether now owned or hereafter acquired, wherever located and whether now or hereafter existing, as

Section 2.02 Delivery of Pledged Equity. (a) To the extent the Pledged Equity is represented by certificates or other instruments, the Pledgor shall deliver or cause to be delivered to the Collateral Agent, promptly upon execution of this Pledge Agreement (and, with respect to after-acquired Pledged Equity, promptly upon acquisition thereof), all certificates and instruments representing such Pledged Equity, in each

Section 2.03 After-Acquired Equity. The pledge and security interest granted hereby shall automatically extend to and cover all equity interests in any direct or indirect subsidiary of the Pledgor hereafter acquired by the Pledgor, whether by purchase, capital contribution, dividend, merger, consolidation, or otherwise, without the need for any further action by the Pledgor or any amendment to this Pledge Agreement.

ARTICLE III REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of each date on which the representations and warranties under the Credit Agreement are required to be true and correct, as follows:

Section 3.01 Organization and Authority. The Pledgor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has full corporate power and authority to execute, deliver, and perform this Pledge Agreement and to pledge and grant a security interest in the Pledged Collateral in the manner contemplated hereby.

Section 3.02 Due Authorization; No Conflicts. (a) The execution, delivery, and performance by the Pledgor of this Pledge Agreement and the pledge of the Pledged Collateral hereunder have been duly authorized by all necessary corporate action on the part of the Pledgor. (b) The execution, delivery, and performance of this Pledge Agreement by the Pledgor and the pledge of the Pledged Collateral hereunder do not and wil

Section 3.03 Ownership of Pledged Equity. The Pledgor is the sole legal and beneficial owner of the Pledged Equity described on Schedule I hereto (if any), free and clear of all liens, charges, encumbrances, security interests, and adverse claims of any kind, other than (a) the security interest created by this Pledge Agreement and (b) Permitted Liens (as defined in the Credit Agreement). To the extent Schedule I ide

Section 3.04 Percentage Ownership. The Pledged Equity described on Schedule I hereto (if any) represents 100% of the issued and outstanding equity interests of each class and series in the applicable subsidiary (unless otherwise expressly noted on Schedule I), and no outstanding options, warrants, rights of conversion, subscription rights, or other rights to acquire additional equity interests in any such subsidiary

Section 3.05 Perfection. (a) To the extent the Pledged Equity is certificated, upon delivery to the Collateral Agent of all certificates representing such Pledged Equity, accompanied by duly executed undated stock powers or transfer instruments in blank, the Collateral Agent will have a first-priority perfected security interest in such Pledged Equity, subject only to Permitted Liens. (b) To the extent the Pledged Eq

Section 3.06 No Required Consents. No consent, approval, authorization, or other order of, registration, qualification, or filing with, any governmental authority or any other Person is required for the valid execution, delivery, and performance by the Pledgor of this Pledge Agreement or for the pledge of the Pledged Collateral and the creation and perfection of the security interest granted hereby, other than (a) fi

ARTICLE IV COVENANTS. The Pledgor covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.01 Protection of Security Interest. (a) The Pledgor shall not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of, or grant any option, warrant, or other right with respect to, any of the Pledged Collateral, except as expressly permitted under the Credit Agreement (including Permitted Dispositions and Restricted Payments, in each case as defined therein). (b) The Pledgor shall defend the Co

Section 4.02 Maintenance of Pledged Equity. (a) The Pledgor shall not permit the issuer of any Pledged Equity to issue any additional equity interests of any class or series (whether by stock split, dividend, recapitalization, or otherwise), except as permitted under the Credit Agreement, unless such additional equity interests are promptly pledged to the Collateral Agent hereunder and the Pledgor complies with the d

Section 4.03 Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to (i) exercise any and all voting and/or consensual rights and powers pertaining to the Pledged Equity for any purpose not inconsistent with the terms of this Pledge Agreement, the Credit Agreement, or any other Loan Document and (ii) receive and retain for its own acc

Section 4.04 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver such further instruments, documents, and agreements and take such further actions as the Collateral Agent may from time to time reasonably request in order to (a) carry out more effectively the purposes of this Pledge Agreement, (b) subject to the lien and security interest created hereby any property or asse

Section 4.05 After-Acquired Interests; Joinder. If the Pledgor acquires equity interests in any new subsidiary (whether domestic or foreign) after the date hereof, the Pledgor shall promptly (and in any event within sixty (60) days after such acquisition, or such longer period as may be agreed by the Collateral Agent in its reasonable discretion) (a) deliver to the Collateral Agent a supplement to Schedule I hereto i

ARTICLE V REMEDIES. Section 5.01 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 available to it under this Pledge Agreement, the Credit Agreement, and the other Loan Documents, all rights and remedies of a secured party under the UCC and under any other applicable law. Wit

Section 5.02 Disposition of Pledged Collateral. (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, without demand or notice (except as required by applicable law that cannot be waived), in its sole discretion, sell, assign, give an option or options to purchase, or otherwise dispose of the Pledged Collateral, or any part thereof, at public or private sale, at any of t

Section 5.03 Application of Proceeds. The proceeds of any sale, disposition, or other realization upon all or any part of the Pledged Collateral shall be applied by the Collateral Agent in the following order of priority: First, to the payment of all costs, expenses, and fees (including reasonable attorneys' fees and expenses) incurred by the Collateral Agent in connection with the sale, disposition, collection, or o

Section 5.04 Registration Rights; Private Sale. (a) The Pledgor agrees that the Collateral Agent shall have no obligation to effect a public sale of any Pledged Equity if the Collateral Agent determines in good faith that to do so would violate applicable federal or state securities laws, and may restrict the purchasers of the Pledged Equity to those meeting applicable securities law exemptions. (b) If at any time wh

ARTICLE VI THE COLLATERAL AGENT

Section 6.01 Appointment and Authority. The Pledgor acknowledges that Crescent Harbor Bank, N.A. has been appointed as Collateral Agent under the Credit Agreement and acts hereunder for the ratable benefit of all Secured Parties and in accordance with the terms and conditions set forth in Article IX of the Credit Agreement (or such other Article of the Credit Agreement as relates to the appointment, powers, duties, a

Section 6.02 Limitation of Liability. The Collateral Agent shall not be liable for any act or omission taken or suffered by it hereunder or in connection herewith, except for its own gross negligence, bad faith, or willful misconduct, as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Collateral Agent shall not be responsible for or have any duty to ascer

Section 6.03 Successor Collateral Agent. Any successor Collateral Agent appointed pursuant to the terms of the Credit Agreement shall, upon its acceptance of such appointment, succeed to and become vested with all of the rights, powers, privileges, and duties of the predecessor Collateral Agent hereunder, and the predecessor Collateral Agent shall be discharged from its obligations and duties hereunder. The provision

ARTICLE VII MISCELLANEOUS. Section 7.01 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be given in the manner, and shall be effective at the times, set forth in the Credit Agreement. Notices to the Pledgor shall be sent to: Nexford Precision Components, Inc. 2750 Commerce Drive Rockford, Illinois 61101 Attention: Gen

Section 7.02 Amendments. No amendment, modification, supplement, termination, or waiver of any provision of this Pledge Agreement, and no consent to any departure by the Pledgor from any provision hereof, shall be effective unless in writing signed by the Pledgor and the Collateral Agent (the Collateral Agent acting at the direction of the Required Lenders as set forth in the Credit Agreement, or at the direction of

Section 7.03 Severability. If any provision of this Pledge Agreement is held to be illegal, invalid, or unenforceable under any present or future law, rule, or regulation, (a) such provision shall be fully severable, (b) this Pledge Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Pledge Agreement

Section 7.04 Governing Law. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.05 Jurisdiction; Venue. (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, NEW YORK COUNTY, 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 RELA

Section 7.06 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIV

Section 7.07 Counterparts. This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Pledge Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of an original exec

Section 7.08 Termination and Release. (a) This Pledge Agreement and the security interest granted hereby shall remain in full force and effect until the earliest to occur of (i) the Payment in Full (as defined in the Credit Agreement) of all Secured Obligations and the termination of all commitments to extend credit under the Credit Agreement and (ii) the release of the Pledgor from its obligations under the Guarante

Section 7.09 Binding Effect; Successors and Assigns. This Pledge Agreement shall be binding upon the Pledgor and its successors and assigns, and shall inure to the benefit of the Collateral Agent and its successors, transferees, and assigns. The Pledgor shall not assign or transfer any of its obligations hereunder without the prior written consent of the Collateral Agent (acting at the direction of the Required Lende

1. The Issuer has been advised that the Pledgor has pledged, assigned, and granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Pledgor's right, title, and interest in and to the equity interests of the Issuer held by the Pledgor (the "Pledged Interests"), as more fully described in the Pledge Agreement.

2. The Issuer hereby acknowledges the pledge of the Pledged Interests to the Collateral Agent and consents thereto. The Issuer confirms that it has registered or will promptly register the security interest of the Collateral Agent in the Pledged Interests on its books and records.

3. The Issuer agrees that, upon receipt of written notice from the Collateral Agent that an Event of Default has occurred and is continuing under the Credit Agreement and directing the Issuer to comply with the instructions of the Collateral Agent, the Issuer shall comply with all instructions of the Collateral Agent with respect to the Pledged Interests, including, without limitation, instructions regarding the tran

4. The Issuer confirms that the Pledged Interests are uncertificated and are not represented by any certificate or instrument. The Issuer agrees not to issue any certificate or instrument evidencing the Pledged Interests without the prior written consent of the Collateral Agent.

5. The Issuer agrees that it will not register any transfer of the Pledged Interests on its books and records unless such transfer is (a) made by the Collateral Agent or with the prior written consent of the Collateral Agent, or (b) otherwise permitted under the Pledge Agreement and the Credit Agreement.

6. This Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law). [ISSUER NAME] By: ________ Name: Title: Date: Acknowledged: CRESCENT HARBOR BANK, N.A., as Collateral Agent By: ________ Name: Title: Date: EXHIBIT B to Pledge Agreem