COMPILED SIGNATURE PAGES
Security Agreement, Pledge Agreements, and intellectual Property Security Agreement
$1,400,000,000 Senior Secured Term Loan B Facility
Borrower: Nexford Industrial Holdings Inc.
Execution Date: March 28, 2025
Compiled by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Matter No.: 1005-00001
This compilation contains the executed signature pages for each of the Security and Pledge Documents listed in the Table of Contents below, each dated as of March 28, 2025. This document is being provided for reference and filing purposes only and does not constitute a representation or warranty by Calderwood & Harkness LLP as to the authority of any signatory or the enforceability of any document referenced herein. The underlying agreements, as executed, govern in all respects.
SECTION A
SIGNATURE PAGES — SECURITY AGREEMENT
Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent
A-1
SIGNATURE PAGE TO SECURITY AGREEMENT
— BORROWER —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
As Grantor:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-2
SIGNATURE PAGE TO SECURITY AGREEMENT
— HOLDINGS GUARANTOR —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025.
As Grantor:
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company
By: Granite Peak Capital GP IV, LLC,
its Managing Member
By: ________
Name: Ryan Ostrowski
Title: Authorized Signatory
Date: March 28, 2025
A-3
SIGNATURE PAGES TO SECURITY AGREEMENT
— SUBSIDIARY GUARANTORS —
IN WITNESS WHEREOF, each of the undersigned Subsidiary Guarantors has caused this Security Agreement to be duly executed and delivered by its duly authorized officer or authorized signatory as of March 28, 2025.
A-3 (continued)
Nexford Precision Components, Inc.
As Grantor:
NEXFORD PRECISION COMPONENTS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Nexford Engineered Systems, LLC
As Grantor:
NEXFORD ENGINEERED SYSTEMS, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford Coatings & Surface Technologies, Inc.
As Grantor:
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Nexford Manufacturing Services, LLC
As Grantor:
NEXFORD MANUFACTURING SERVICES, LLC, an Illinois limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford Properties, LLC
As Grantor:
NEXFORD PROPERTIES, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford International Holdings, Inc.
As Grantor:
NEXFORD INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Clearfield Tool & Die, Inc.
As Grantor:
CLEARFIELD TOOL & DIE, INC., a Pennsylvania corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Summit Industrial Fabrication Co.
As Grantor:
SUMMIT INDUSTRIAL FABRICATION CO., a South Carolina corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Ridgepoint Specialty Coatings, LLC
As Grantor:
RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Lakeshore Precision Engineering, Inc.
As Grantor:
LAKESHORE PRECISION ENGINEERING, INC., a Michigan corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-4
SIGNATURE PAGE TO SECURITY AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION B
SIGNATURE PAGES — HOLDINGS PLEDGE AGREEMENT
Holdings Pledge Agreement dated as of March 28, 2025, made by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent
B-1
SIGNATURE PAGE TO HOLDINGS PLEDGE AGREEMENT
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Holdings Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025.
Pledged Interests: 100% of the issued and outstanding equity interests (shares of common stock) of Nexford Industrial Holdings Inc. (Delaware Secretary of State File No. 5765432; EIN: 36-4178552).
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company
By: Granite Peak Capital GP IV, LLC,
its Managing Member
By: ________
Name: Ryan Ostrowski
Title: Authorized Signatory
Date: March 28, 2025
B-2
SIGNATURE PAGE TO HOLDINGS PLEDGE AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Holdings Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION C
SIGNATURE PAGES — BORROWER PLEDGE AGREEMENT
Borrower Pledge Agreement dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent
C-1
SIGNATURE PAGE TO BORROWER PLEDGE AGREEMENT
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Borrower Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
Pledged Interests: 100% of the equity interests in each of the following direct domestic subsidiaries of Nexford Industrial Holdings Inc.:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
C-2
SIGNATURE PAGE TO BORROWER PLEDGE AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Borrower Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION D
SIGNATURE PAGES — SUBSIDIARY PLEDGE AGREEMENTS
Subsidiary Pledge Agreements dated as of March 28, 2025, each made by the applicable Subsidiary Guarantor in favor of Crescent Harbor Bank, N.A., as Collateral Agent
Note: Each Subsidiary Guarantor that owns equity interests in one or more lower-tier subsidiaries executes a separate Subsidiary Pledge Agreement. Each set of signature pages includes a Pledgor signature page and a Collateral Agent signature page.
COMPILED SIGNATURE PAGES
Security Agreement, Pledge Agreements, and intellectual Property Security Agreement
$1,400,000,000 Senior Secured Term Loan B Facility
Borrower: Nexford Industrial Holdings Inc.
Execution Date: March 28, 2025
Compiled by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Matter No.: 1005-00001
This compilation contains the executed signature pages for each of the Security and Pledge Documents listed in the Table of Contents below, each dated as of March 28, 2025. This document is being provided for reference and filing purposes only and does not constitute a representation or warranty by Calderwood & Harkness LLP as to the authority of any signatory or the enforceability of any document referenced herein. The underlying agreements, as executed, govern in all respects.
SECTION A
SIGNATURE PAGES — SECURITY AGREEMENT
Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent
A-1
SIGNATURE PAGE TO SECURITY AGREEMENT
— BORROWER —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
As Grantor:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-2
SIGNATURE PAGE TO SECURITY AGREEMENT
— HOLDINGS GUARANTOR —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025.
As Grantor:
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company
By: Granite Peak Capital GP IV, LLC,
its Managing Member
By: ________
Name: Ryan Ostrowski
Title: Authorized Signatory
Date: March 28, 2025
A-3
SIGNATURE PAGES TO SECURITY AGREEMENT
— SUBSIDIARY GUARANTORS —
IN WITNESS WHEREOF, each of the undersigned Subsidiary Guarantors has caused this Security Agreement to be duly executed and delivered by its duly authorized officer or authorized signatory as of March 28, 2025.
A-3 (continued)
Nexford Precision Components, Inc.
As Grantor:
NEXFORD PRECISION COMPONENTS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Nexford Engineered Systems, LLC
As Grantor:
NEXFORD ENGINEERED SYSTEMS, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford Coatings & Surface Technologies, Inc.
As Grantor:
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Nexford Manufacturing Services, LLC
As Grantor:
NEXFORD MANUFACTURING SERVICES, LLC, an Illinois limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford Properties, LLC
As Grantor:
NEXFORD PROPERTIES, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Nexford International Holdings, Inc.
As Grantor:
NEXFORD INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Clearfield Tool & Die, Inc.
As Grantor:
CLEARFIELD TOOL & DIE, INC., a Pennsylvania corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Summit Industrial Fabrication Co.
As Grantor:
SUMMIT INDUSTRIAL FABRICATION CO., a South Carolina corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-3 (continued)
Ridgepoint Specialty Coatings, LLC
As Grantor:
RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
A-3 (continued)
Lakeshore Precision Engineering, Inc.
As Grantor:
LAKESHORE PRECISION ENGINEERING, INC., a Michigan corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
A-4
SIGNATURE PAGE TO SECURITY AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION B
SIGNATURE PAGES — HOLDINGS PLEDGE AGREEMENT
Holdings Pledge Agreement dated as of March 28, 2025, made by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent
B-1
SIGNATURE PAGE TO HOLDINGS PLEDGE AGREEMENT
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Holdings Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025.
Pledged Interests: 100% of the issued and outstanding equity interests (shares of common stock) of Nexford Industrial Holdings Inc. (Delaware Secretary of State File No. 5765432; EIN: 36-4178552).
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company
By: Granite Peak Capital GP IV, LLC,
its Managing Member
By: ________
Name: Ryan Ostrowski
Title: Authorized Signatory
Date: March 28, 2025
B-2
SIGNATURE PAGE TO HOLDINGS PLEDGE AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Holdings Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION C
SIGNATURE PAGES — BORROWER PLEDGE AGREEMENT
Borrower Pledge Agreement dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent
C-1
SIGNATURE PAGE TO BORROWER PLEDGE AGREEMENT
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Borrower Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
Pledged Interests: 100% of the equity interests in each of the following direct domestic subsidiaries of Nexford Industrial Holdings Inc.:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
C-2
SIGNATURE PAGE TO BORROWER PLEDGE AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this Borrower Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION D
SIGNATURE PAGES — SUBSIDIARY PLEDGE AGREEMENTS
Subsidiary Pledge Agreements dated as of March 28, 2025, each made by the applicable Subsidiary Guarantor in favor of Crescent Harbor Bank, N.A., as Collateral Agent
Note: Each Subsidiary Guarantor that owns equity interests in one or more lower-tier subsidiaries executes a separate Subsidiary Pledge Agreement. Each set of signature pages includes a Pledgor signature page and a Collateral Agent signature page.
D-1
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford Precision Components, Inc.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
NEXFORD PRECISION COMPONENTS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-2
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford Engineered Systems, LLC
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
NEXFORD ENGINEERED SYSTEMS, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-3
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford Coatings & Surface Technologies, Inc.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-4
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford Manufacturing Services, LLC
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
NEXFORD MANUFACTURING SERVICES, LLC, an Illinois limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-5
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford Properties, LLC
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
NEXFORD PROPERTIES, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-6
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Nexford International Holdings, Inc.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging the equity interests in its lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
Note: The specific pledge of the equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company, is governed by the separate CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, which limits the pledge to 65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC. This Subsidiary Pledge Agreement is cross-referenced to, and should be read together with, the CFC Holdco Limited Pledge Agreement (see Section E herein).
NEXFORD INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-7
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Clearfield Tool & Die, Inc.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
CLEARFIELD TOOL & DIE, INC., a Pennsylvania corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-8
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Summit Industrial Fabrication Co.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
SUMMIT INDUSTRIAL FABRICATION CO., a South Carolina corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-9
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Ridgepoint Specialty Coatings, LLC
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized signatory as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
D-10
SIGNATURE PAGE TO SUBSIDIARY PLEDGE AGREEMENT
Lakeshore Precision Engineering, Inc.
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this Subsidiary Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025, pledging 100% of the equity interests in any and all lower-tier subsidiaries held by the undersigned, as more particularly described in Schedule I to the Subsidiary Pledge Agreement.
LAKESHORE PRECISION ENGINEERING, INC., a Michigan corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
COLLATERAL AGENT COUNTERPART
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
SECTION E
SIGNATURE PAGES — CFC HOLDCO LIMITED PLEDGE AGREEMENT
CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, made by Nexford International Holdings, Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent
E-1
SIGNATURE PAGE TO CFC HOLDCO LIMITED PLEDGE AGREEMENT
— PLEDGOR —
IN WITNESS WHEREOF, the undersigned Pledgor has caused this CFC Holdco Limited Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
Description of Pledged Interests:
65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company.
Registered Address of Nexford Canada Holdings ULC: 1055 West Georgia Street, Suite 1500 Vancouver, British Columbia V6E 4N7 Canada
NEXFORD INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
E-2
SIGNATURE PAGE TO CFC HOLDCO LIMITED PLEDGE AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this CFC Holdco Limited Pledge Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
SECTION F
SIGNATURE PAGES — INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent
F-1
SIGNATURE PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
— BORROWER —
IN WITNESS WHEREOF, the undersigned has caused this intellectual Property Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
As Grantor:
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
F-2
SIGNATURE PAGES TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
— GUARANTORS —
IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this intellectual Property Security Agreement to be duly executed and delivered by its duly authorized officer or authorized signatory as of March 28, 2025.
F-2 (continued)
Granite Peak NIH Holdings, LLC
As Grantor:
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company
By: Granite Peak Capital GP IV, LLC,
its Managing Member
By: ________
Name: Ryan Ostrowski
Title: Authorized Signatory
Date: March 28, 2025
F-2 (continued)
Nexford Precision Components, Inc.
As Grantor:
NEXFORD PRECISION COMPONENTS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-2 (continued)
Nexford Engineered Systems, LLC
As Grantor:
NEXFORD ENGINEERED SYSTEMS, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
F-2 (continued)
Nexford Coatings & Surface Technologies, Inc.
As Grantor:
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-2 (continued)
Nexford Manufacturing Services, LLC
As Grantor:
NEXFORD MANUFACTURING SERVICES, LLC, an Illinois limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
F-2 (continued)
Nexford Properties, LLC
As Grantor:
NEXFORD PROPERTIES, LLC, a Delaware limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
F-2 (continued)
Nexford International Holdings, Inc.
As Grantor:
NEXFORD INTERNATIONAL HOLDINGS, INC., a Delaware corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-2 (continued)
Clearfield Tool & Die, Inc.
As Grantor:
CLEARFIELD TOOL & DIE, INC., a Pennsylvania corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-2 (continued)
Summit Industrial Fabrication Co.
As Grantor:
SUMMIT INDUSTRIAL FABRICATION CO., a South Carolina corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-2 (continued)
Ridgepoint Specialty Coatings, LLC
As Grantor:
RIDGEPOINT SPECIALTY COATINGS, LLC, a Texas limited liability company
By: Nexford Industrial Holdings Inc.,
its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
F-2 (continued)
Lakeshore Precision Engineering, Inc.
As Grantor:
LAKESHORE PRECISION ENGINEERING, INC., a Michigan corporation
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
Date: March 28, 2025
F-3
SIGNATURE PAGE TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
— COLLATERAL AGENT —
IN WITNESS WHEREOF, the undersigned has caused this intellectual Property Security Agreement to be duly executed and delivered by its duly authorized officer as of March 28, 2025.
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Address for Notices:
Crescent Harbor Bank, N.A. Agency and Trust Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director — Agency Services
Telephone: (617) 555-4200
Email: elaine.prescott@crescentharbor.com
COMPILATION CERTIFICATE
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
March 28, 2025
Re: Compiled Signature Pages — Security Agreement, Pledge Agreements, CFC Holdco Limited Pledge Agreement, and intellectual Property Security Agreement
Calderwood & Harkness LLP Matter No. 1005-00001
The undersigned hereby certify, in their respective capacities set forth below and on behalf of Calderwood & Harkness LLP, as counsel to the Lenders and the Administrative Agent and Collateral Agent in connection with the transactions described herein, that the foregoing pages constitute true and complete copies of the executed signature pages for each of the following documents, each dated as of March 28, 2025:
(a) the Security Agreement, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent;
(b) the Holdings Pledge Agreement, made by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent;
(c) the Borrower Pledge Agreement, made by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent;
(d) the ten Subsidiary Pledge Agreements, each made by the applicable Subsidiary Guarantor in favor of Crescent Harbor Bank, N.A., as Collateral Agent;
(e) the CFC Holdco Limited Pledge Agreement, made by Nexford International Holdings, Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent; and
(f) the intellectual Property Security Agreement, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
Each of the foregoing documents was executed and delivered in connection with the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), 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 Lead Arrangers, and the Lenders party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.
This compilation has been prepared solely for the convenience of the parties and their counsel and does not constitute a legal opinion or representation as to the authority of any signatory, the validity of any signature, or the enforceability of any document included herein. The underlying executed documents, which are maintained separately in the closing set, shall control in the event of any discrepancy.
Compiled by:
________________________________________
Sophie Tremblay Working Associate Calderwood & Harkness LLP
Reviewed by:
________________________________________
Marcus Leung Lead Associate Calderwood & Harkness LLP
Calderwood & Harkness LLP | Matter No. 1005-00001 | CONFIDENTIAL
No. | Subsidiary | Jurisdiction of Organization
1 | Nexford Precision Components, Inc. | Delaware
2 | Nexford Engineered Systems, LLC | Delaware
3 | Nexford Coatings & Surface Technologies, Inc. | Delaware
4 | Nexford Manufacturing Services, LLC | Illinois
5 | Nexford Properties, LLC | Delaware
6 | Nexford International Holdings, Inc. | Delaware
7 | Clearfield Tool & Die, Inc. | Pennsylvania
8 | Summit Industrial Fabrication Co. | South Carolina
9 | Ridgepoint Specialty Coatings, LLC | Texas
10 | Lakeshore Precision Engineering, Inc. | Michigan