1005-00001 · Nexford Industrial Holdings · Transaction Documents/Security & Guarantee

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BORROWER PLEDGE AGREEMENT

Execution Version

Dated as of March 28, 2025

This BORROWER PLEDGE AGREEMENT (this "Agreement"), dated as of March 28, 2025, is made by Nexford Industrial Holdings Inc., a Delaware corporation (the "Pledgor" or the "Borrower"), with employer identification number 36-4178552 and Delaware file number 5765432, in favor of Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties.

The Pledgor's chief executive office and mailing address is 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor's registered office in the State of Delaware is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Collateral Agent's address is 320 Federal Street, Boston, Massachusetts 02110.

This Agreement is entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, 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, among other things, a $1,400,000,000 senior secured Term Loan B facility.

Recitals

A. The Borrower is party to the Credit Agreement providing for a $1,400,000,000 senior secured Term Loan B facility. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement or that certain Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), as applicable.

B. The Borrower is the direct owner of one hundred percent (100%) of the issued and outstanding equity interests in each of the following direct subsidiaries (collectively, the "Pledged Subsidiaries"):

1. Nexford Precision Components, Inc. ("NPC"), a Delaware corporation;

2. Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company;

3. Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation;

4. Nexford Manufacturing Services, LLC ("NMS"), an Illinois limited liability company;

5. Nexford Properties, LLC ("NP LLC"), a Delaware limited liability company;

6. Nexford International Holdings, Inc. ("NIH Intl"), a Delaware corporation;

7. Clearfield Tool & Die, Inc. ("Clearfield"), a Pennsylvania corporation;

8. Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation;

9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company; and

10. Lakeshore Precision Engineering, Inc. ("Lakeshore"), a Michigan corporation.

For the avoidance of doubt, NIH Intl is a domestic holding company, and the pledge of equity interests in Nexford Canada Holdings ULC held by NIH Intl is governed separately by that certain CFC Holdco Limited Pledge Agreement dated as of March 28, 2025 and is not covered by this Agreement.

C. It is a condition precedent to the making of the Term Loans under the Credit Agreement that the Pledgor execute and deliver this Agreement.

D. The proceeds of the Term Loans will be used to (i) refinance the existing $875,000,000 first lien term loan and $190,000,000 revolving credit facility outstanding under the Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as administrative agent, (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay transaction fees and expenses and provide cash to the balance sheet, and the Pledgor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement and the other Loan Documents.

E. The Pledgor is executing and delivering this Agreement to secure the prompt and complete payment and performance when due of all Secured Obligations under the Credit Agreement and the other Loan Documents.

Accordingly, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as follows:

Article I

Definitions

Section 1.01 Defined Terms

As used in this Agreement, the following terms have the meanings set forth below:

"Agreement" means this Borrower Pledge Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time.

"Borrower" or "Pledgor" means Nexford Industrial Holdings Inc., a Delaware corporation.

"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Credit Agreement, and any successor collateral agent appointed in accordance with the Credit Agreement.

"Credit Agreement" means the Credit Agreement described in the introductory paragraph of this Agreement, dated as of March 28, 2025.

"Distributions" means all dividends, distributions, cash, instruments, securities and other property, whether in cash, in kind or otherwise, received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity.

"Guarantors" means Granite Peak NIH Holdings, LLC, in its capacity as holdings guarantor, and each Subsidiary Guarantor party to the Credit Agreement or any other Loan Document.

"Pledged Collateral" has the meaning assigned to such term in Section 2.01.

"Pledged Equity" means all equity interests described in Schedule I hereto, together with all additional equity interests now owned or hereafter acquired by the Pledgor in any Pledged Subsidiary or any other direct domestic restricted subsidiary required to be pledged pursuant to the Loan Documents.

"Pledged Subsidiaries" means the ten direct subsidiaries listed in Recital B.

"Proceeds" means all "proceeds" as defined in Article 9 of the UCC and, in any event, shall include all proceeds of any and all Pledged Collateral.

"Secured Obligations" means "Secured Obligations" as defined in the Credit Agreement and, in any event, includes all obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents.

"Secured Parties" means the Collateral Agent, the Administrative Agent, and the Lenders under the Credit Agreement, together with such other secured parties as may be identified in the Loan Documents.

"Security Agreement" means the Security Agreement dated as of March 28, 2025.

"Termination Date" means the date on which all Secured Obligations have been indefeasibly paid in full in cash or otherwise fully performed and all commitments under the Credit Agreement have terminated.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest granted to the Collateral Agent in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in another jurisdiction, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

Section 1.02 UCC Terms

Unless otherwise defined herein, terms used in this Agreement that are defined in Article 8 or Article 9 of the UCC shall have the meanings given to them in Article 8 or Article 9 of the UCC, as applicable.

Section 1.03 Credit Agreement Terms

Unless otherwise defined herein or in the UCC, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. All references in this Agreement to Articles, Sections, Exhibits and Schedules are references to Articles, Sections, Exhibits and Schedules of or to this Agreement unless otherwise expressly specified.

Section 1.04 Governing Law Reference

To the extent not otherwise specified by mandatory applicable law, the interpretation of defined terms and other provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Article II

Pledge and Grant of Security Interest

Section 2.01 Pledge

As security for the prompt payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates and grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the Pledgor's right, title and interest in, to and under the following property, whether now owned or hereafter acquired and wherever located (collectively, the "Pledged Collateral"):

(a) all equity interests now owned or hereafter acquired by the Pledgor in each Pledged Subsidiary, including one hundred percent (100%) of all issued and outstanding shares of capital stock of each corporate Pledged Subsidiary and one hundred percent (100%) of all membership interests or limited liability company interests of each limited liability company Pledged Subsidiary, in each case as more particularly described on Schedule I hereto;

(b) all certificates, if any, representing any Pledged Equity, together with all options, warrants, subscriptions, conversion rights and other rights, contractual or otherwise, to purchase, acquire or receive any additional equity interests in any Pledged Subsidiary;

(d) all voting rights, consensual rights and other rights in respect of the Pledged Equity, subject to Section 5.01; and

(e) all Proceeds of any and all of the foregoing.

For the avoidance of doubt, the pledge of equity interests in Nexford International Holdings, Inc. under this Agreement is a pledge of 100% of the equity of NIH Intl itself, as a domestic subsidiary. The limited pledge of sixty-five percent (65%) of the voting equity and one hundred percent (100%) of the non-voting equity of Nexford Canada Holdings ULC, a first-tier foreign subsidiary held by NIH Intl, is governed exclusively by the separate CFC Holdco Limited Pledge Agreement dated as of March 28, 2025 and does not constitute Pledged Collateral under this Agreement.

Section 2.02 Security for Obligations

This Agreement and the pledge, assignment and grant of security interest herein are made to secure, and the Pledged Collateral shall secure, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and the prompt performance of all Secured Obligations, including all principal in respect of the $1,400,000,000 Term Loan B facility, all accrued and unpaid interest thereon, including interest calculated at the applicable rate of SOFR plus a margin of 400 basis points and any applicable default interest of an additional 200 basis points, all fees, premiums, costs, expenses, indemnities and other amounts owing by the Borrower or any Guarantor under the Credit Agreement or any other Loan Document.

Section 2.03 Continuing Security Interest

This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the Termination Date. The grant of the security interest under this Agreement is in addition to, and not in limitation of, any security interest granted to the Collateral Agent under the Security Agreement or any other Loan Document.

Article III

Delivery of Pledged Collateral

Section 3.01 Delivery of Certificates

The Pledgor shall deliver or cause to be delivered to the Collateral Agent on the date hereof, and with respect to any after-acquired certificated Pledged Equity promptly upon acquisition thereof, all certificates representing Pledged Equity that is in certificated form, together with undated stock powers, transfer powers or other equivalent instruments of transfer duly executed in blank by the Pledgor.

Without limiting the generality of the foregoing, the delivery obligations on the date hereof include the following certificated equity interests:

1. with respect to NPC, all stock certificates representing the pledged common stock of NPC, together with duly executed blank stock powers;

2. with respect to NCST, all stock certificates representing the pledged common stock of NCST, together with duly executed blank stock powers;

3. with respect to NIH Intl, all stock certificates representing the pledged common stock of NIH Intl, together with duly executed blank stock powers;

4. with respect to Clearfield, all stock certificates representing the pledged common stock of Clearfield, together with duly executed blank stock powers;

5. with respect to Summit, all stock certificates representing the pledged common stock of Summit, together with duly executed blank stock powers; and

6. with respect to Lakeshore, all stock certificates representing the pledged common stock of Lakeshore, together with duly executed blank stock powers.

All certificates delivered pursuant to this Section 3.01 shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be accompanied by instruments of transfer in form and substance reasonably satisfactory to the Collateral Agent.

Section 3.02 Uncertificated Equity

To the extent any Pledged Equity is uncertificated, including the limited liability company interests in NES, NMS, NP LLC and Ridgepoint, the Pledgor shall, or shall cause the applicable Pledged Subsidiary to:

(a) register the pledge and security interest created hereby on the books and records of such Pledged Subsidiary;

(b) execute and deliver to the Collateral Agent an acknowledgment of the security interest in substantially the form attached hereto as Exhibit B, or such other form reasonably satisfactory to the Collateral Agent;

(c) take all steps necessary or reasonably requested by the Collateral Agent to grant the Collateral Agent "control" within the meaning of Section 8-106 of the UCC over such uncertificated interests, including causing each such Pledged Subsidiary to agree that it will comply with entitlement orders or other instructions originated by the Collateral Agent without further consent of the Pledgor; and

(d) file or cause to be filed appropriate UCC-1 financing statements, and any continuation statements or amendments thereto, in the applicable filing offices, including with respect to NES and NP LLC in Delaware, NMS in Illinois, and Ridgepoint in Texas, as applicable.

Section 3.03 Additional Equity

If the Pledgor shall at any time acquire any additional equity interests in any existing or future direct domestic restricted subsidiary, whether by formation, acquisition, contribution, dividend, recapitalization, reclassification or otherwise, the Pledgor shall promptly, and in any event within thirty (30) days after such acquisition or such longer period as the Collateral Agent may agree in writing, do each of the following:

(i) if such equity is certificated, deliver the related certificates to the Collateral Agent together with duly executed blank transfer powers;

(ii) if such equity is uncertificated, comply with the requirements of Section 3.02 with respect thereto;

(iii) deliver to the Collateral Agent an updated Schedule I reflecting such additional Pledged Equity; and

(iv) file or cause to be filed any necessary UCC amendments, financing statements or other perfection documents.

Article IV

Representations and Warranties

The Pledgor represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and on each date on which any additional Pledged Equity becomes subject to this Agreement, that:

Section 4.01 Organization and Good Standing

The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as currently conducted and to execute, deliver and perform this Agreement.

Section 4.02 Authorization; No Conflicts

The execution, delivery and performance by the Pledgor of this Agreement have been duly authorized by all necessary corporate action, including pursuant to the board resolutions adopted on January 13, 2025. This Agreement has been duly executed and delivered by the Pledgor.

Neither the execution, delivery or performance of this Agreement by the Pledgor, nor the consummation of the transactions contemplated hereby, will:

(a) conflict with, violate or result in a breach of the certificate of incorporation, bylaws or other organizational documents of the Pledgor;

(b) conflict with, violate, result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other obligation binding on the Pledgor; or

except, in the case of clauses (b) and (c), to the extent any such conflict, violation, breach or default would not reasonably be expected to impair materially the validity, perfection or priority of the security interest granted hereunder or the enforceability of this Agreement.

Section 4.03 Enforceability

This Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 4.04 Ownership of Pledged Equity

The Pledgor is the sole legal and beneficial owner of one hundred percent (100%) of the equity interests in each Pledged Subsidiary set forth on Schedule I, free and clear of all liens, claims, charges, encumbrances, options, adverse claims and security interests of any nature whatsoever, except for the security interest created by this Agreement and such liens as are permitted under the Credit Agreement.

Schedule I sets forth a complete and accurate listing of all Pledged Equity as of the date hereof, including, with respect to each item of Pledged Equity, the entity name, jurisdiction of organization, type of interest, number of shares or percentage interest, certificate number or notation that such interest is uncertificated, par value, if applicable, and percentage of outstanding equity owned by the Pledgor.

Section 4.05 Validity of Pledge; Perfection

The pledge and grant of security interest made hereunder constitute a valid security interest in the Pledged Collateral. Upon:

(a) the delivery to the Collateral Agent of all certificated Pledged Equity together with duly executed blank stock powers or transfer powers;

(b) the registration of the pledge on the books and records of each applicable limited liability company Pledged Subsidiary with respect to uncertificated equity interests;

(d) the obtaining of control over uncertificated securities or security entitlements, if any,

the security interest granted hereunder will constitute a perfected first-priority security interest in the Pledged Collateral, subject only to liens expressly permitted under the Credit Agreement and to the extent any such permitted liens are permitted to have priority under the Credit Agreement or any applicable intercreditor arrangement.

The proper filing office for the filing of a financing statement naming the Pledgor as debtor is the office of the Secretary of State of the State of Delaware, as the Pledgor is organized under the laws of the State of Delaware.

Section 4.06 No Required Consents

No consent, approval, authorization, registration, filing with, or order of any governmental authority or any other person is required in connection with the execution, delivery and performance by the Pledgor of this Agreement or the grant of the security interest hereunder, except for such consents, approvals, authorizations, registrations, filings or orders as have been obtained or made and are in full force and effect.

Section 4.07 Chief Executive Office and Jurisdiction of Organization

The Pledgor's chief executive office is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor is organized under the laws of the State of Delaware. The Pledgor's organizational identification number is Delaware File Number 5765432.

Section 4.08 No Other Pledges or Liens

None of the Pledged Equity is subject to any pledge, lien, security interest or other encumbrance, other than the security interest created hereby and liens permitted under the Credit Agreement.

Section 4.09 Equity Interests Fully Paid and Non-Assessable

All shares of capital stock constituting Pledged Equity have been duly authorized and validly issued and are fully paid and non-assessable. All membership interests constituting Pledged Equity have been validly issued in accordance with the applicable limited liability company agreements or equivalent governing documents of the relevant Pledged Subsidiaries.

Section 4.10 No Options or Agreements

There are no outstanding options, warrants, conversion rights, preemptive rights, calls, rights of first refusal or other rights or agreements to purchase, subscribe for or otherwise acquire any Pledged Equity, other than those described in the Credit Agreement or otherwise disclosed in writing to and known by the Collateral Agent.

Article V

Covenants

Section 5.01 Voting Rights

So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights and consensual rights pertaining or relating to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement or any other Loan Document.

Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, at the direction of the Required Lenders, shall have the right, without notice to the Pledgor except as required by applicable law or the Credit Agreement, to exercise all voting rights and consensual rights pertaining to the Pledged Equity, and the Pledgor shall execute and deliver, or cause to be executed and delivered, all proxies, powers of attorney and other instruments reasonably requested by the Collateral Agent to permit the exercise of such rights.

Section 5.02 Distributions

So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all Distributions paid in respect of the Pledged Equity, to the extent receipt and retention thereof are permitted by the Credit Agreement, including the restricted payment provisions thereof, the annual general restricted payment basket in an amount up to $25,000,000, and the builder basket with a $50,000,000 starter amount plus fifty percent (50%) of cumulative consolidated net income from the first fiscal quarter of 2025.

Upon the occurrence and during the continuance of an Event of Default, all Distributions shall be paid directly to the Collateral Agent, held by the Collateral Agent as part of the Pledged Collateral and applied, or held for application, to the Secured Obligations in accordance with the Loan Documents.

If any Distribution is received by the Pledgor after the occurrence and during the continuance of an Event of Default, the Pledgor shall receive the same in trust for the benefit of the Collateral Agent and the Secured Parties, shall segregate such Distribution from its other property, and shall promptly deliver the same to the Collateral Agent in the same form as received, with any necessary endorsements.

Section 5.03 Maintenance of Pledge

The Pledgor shall not sell, assign, transfer, convey, exchange, pledge, encumber or otherwise dispose of any Pledged Equity, or create, incur or permit to exist any lien thereon, except as expressly permitted by the Credit Agreement, including dispositions and investments expressly permitted thereunder.

Section 5.04 Defense of Title

The Pledgor shall defend the Pledged Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Collateral Agent or any Secured Party, except for liens permitted under the Credit Agreement.

Section 5.05 Further Assurances

The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each applicable Pledged Subsidiary to execute and deliver, such further instruments, documents, certificates, notices, stock powers, transfer powers, consents, acknowledgments, control agreements, UCC financing statements and amendments thereto, and shall take such further action, as the Collateral Agent may reasonably request from time to time in order to:

(a) perfect and protect the security interest created hereby;

(b) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral; and

(c) maintain the first-priority status of the security interest granted hereby, subject to liens permitted under the Credit Agreement.

Section 5.06 After-Acquired Equity

The Pledgor shall pledge, pursuant to this Agreement or a supplement hereto reasonably acceptable to the Collateral Agent, all after-acquired equity interests in any existing or future direct domestic restricted subsidiary of the Pledgor within thirty (30) days after the acquisition thereof, or such longer period as may be agreed by the Collateral Agent, and shall take all actions required by Section 3.03 in connection therewith.

Section 5.07 Change of Organization

The Pledgor shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any change in:

(a) its legal name;

(b) its jurisdiction of organization;

(d) the location of its chief executive office.

In connection with any such change, the Pledgor shall take all actions reasonably required by the Collateral Agent to maintain the perfection and priority of the security interest granted hereby, including the filing of amended or new financing statements and the delivery of such supporting documentation as the Collateral Agent may reasonably request.

Section 5.08 Compliance with Securities Laws

The Pledgor acknowledges that the Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, applicable state securities laws or other applicable laws. The Pledgor agrees that any sale of the Pledged Equity or any part thereof by private sale, conducted in a commercially reasonable manner, shall not be deemed to have been made in a commercially unreasonable manner solely because it was conducted by private sale and not by public disposition.

Article VI

Remedies Upon Event of Default

Section 6.01 Remedies

Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, including any Event of Default arising from a change of control, the Collateral Agent, acting at the direction of the Required Lenders and subject to the terms of the Credit Agreement and any applicable intercreditor agreement, may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein, in the Credit Agreement, in the Security Agreement, by law or otherwise, any or all of the following rights and remedies:

(a) exercise all the rights and remedies of a secured party under Article 9 of the UCC and any other applicable law;

(b) transfer all or any portion of the Pledged Equity into the name of the Collateral Agent or its nominee;

(c) exercise all voting, consent and other rights of the Pledgor pertaining to the Pledged Equity as if the Collateral Agent were the outright owner thereof;

(d) receive all Distributions and other payments and property in respect of the Pledged Equity;

(e) sell, assign, transfer, convey or otherwise dispose of the Pledged Collateral, or any part thereof, at public or private sale, in one or more sales, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable or otherwise appropriate, with or without notice except as required by applicable law; and

(f) apply the proceeds of any sale, collection, recovery, receipt or other realization upon the Pledged Collateral to the Secured Obligations in accordance with the Credit Agreement and the other applicable Loan Documents.

The rights and remedies of the Collateral Agent under this Agreement are cumulative and may be exercised singly, concurrently or in such order as the Collateral Agent may determine, subject to the Credit Agreement.

Section 6.02 Application of Proceeds

Any cash proceeds received by the Collateral Agent in respect of any sale, collection or other realization upon all or any part of the Pledged Collateral shall be applied as follows:

(i) first, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the Collateral Agent in connection with such sale, collection or other realization, including reasonable and documented attorneys' fees and expenses and all amounts for which the Collateral Agent is entitled to indemnification hereunder or under the Credit Agreement;

(ii) second, to the payment of the Secured Obligations in such order and manner as provided in the Credit Agreement, including in accordance with the applicable waterfall and any intercreditor arrangements, including the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 among Crescent Harbor Bank, N.A., as first lien collateral agent, and Pinnacle Trust Company, as unsecured notes trustee; and

(iii) third, after payment in full of all Secured Obligations and the satisfaction of all other obligations secured hereby, to the Pledgor or such other person as may be lawfully entitled thereto.

Section 6.03 Private Sales

The Pledgor recognizes and acknowledges that the Collateral Agent may be unable to effect a public sale of all or part of the Pledged Equity by reason of certain prohibitions under federal securities laws, state securities laws or other applicable laws, or because of the nature of the Pledged Equity and the absence of a ready public market therefor. The Pledgor therefore agrees that any private sale of the Pledged Equity, if conducted in a commercially reasonable manner, shall be deemed commercially reasonable, and the Collateral Agent shall have no obligation to delay a sale in order to permit the registration of such Pledged Equity for public sale under the Securities Act of 1933 or under applicable state securities laws.

Section 6.04 Deficiency

If the proceeds of any sale, collection or other realization upon the Pledged Collateral are insufficient to pay all amounts constituting the Secured Obligations in full, the Pledgor shall remain liable for any deficiency to the extent provided in the Credit Agreement and the other Loan Documents.

Article VII

The Collateral Agent

Section 7.01 Appointment and Authority

The Collateral Agent has been appointed pursuant to the Credit Agreement and is acting hereunder solely in its capacity as Collateral Agent for the benefit of the Secured Parties. The Collateral Agent shall have all of the rights, powers, privileges, protections, immunities and indemnities granted to it under the Credit Agreement, and all such provisions of the Credit Agreement are incorporated herein by reference mutatis mutandis as if set forth herein in full.

Section 7.02 Agent's Duties

The Collateral Agent shall have no duty or obligation to take any action with respect to the Pledged Collateral or to exercise any right, remedy or power under this Agreement except as expressly directed by the Required Lenders or as otherwise expressly required by the Credit Agreement. The Collateral Agent shall not be responsible for the existence, genuineness, value or collectability of any Pledged Collateral or for the validity, perfection, priority or sufficiency of this Agreement or any security interest purported to be created hereby, except to the extent resulting from its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.

Section 7.03 Reliance

The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificate, statement, instrument, opinion, notice, request, direction, consent, order or other document believed by it in good faith to be genuine and to have been signed or sent by the proper person or persons.

Section 7.04 Indemnification

The Pledgor shall indemnify and hold harmless the Collateral Agent and its officers, directors, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and reasonable and documented out-of-pocket expenses, including reasonable and documented attorneys' fees and expenses, arising out of or in connection with this Agreement or the administration, enforcement or preservation of the Pledged Collateral, except to the extent resulting from the gross negligence or willful misconduct of the Collateral Agent or such indemnified person, as determined by a final non-appealable judgment of a court of competent jurisdiction.

Article VIII

Miscellaneous

Section 8.01 Notices

All notices, requests, demands, consents, approvals and other communications hereunder shall be given in the manner provided in the Credit Agreement and shall be sent to the applicable parties at the addresses set forth below, or to such other address as any party may designate in accordance with the Credit Agreement:

If to the Pledgor:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

Attention: David Engstrom, General Counsel & Corporate Secretary

with a copy to:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

Attention: Priya Mehta, VP, Treasury & Corporate Finance

and with a further copy to counsel for the Borrower:

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

Attention: Claudia Merritt

If to the Collateral Agent:

Crescent Harbor Bank, N.A. 320 Federal Street Boston, MA 02110

Attention: Elaine Prescott, Managing Director, Leveraged Finance

with a copy to counsel for the Collateral Agent:

Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019

Attention: Margaret Ashby

BORROWER PLEDGE AGREEMENT
Execution Version
Dated as of March 28, 2025
This BORROWER PLEDGE AGREEMENT (this "Agreement"), dated as of March 28, 2025, is made by Nexford Industrial Holdings Inc., a Delaware corporation (the "Pledgor" or the "Borrower"), with employer identification number 36-4178552 and Delaware file number 5765432, in favor of Crescent Harbor Bank, N.A., a national banking association, in its capacity as collateral agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent") for the benefit of the Secured Parties.
The Pledgor's chief executive office and mailing address is 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor's registered office in the State of Delaware is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Collateral Agent's address is 320 Federal Street, Boston, Massachusetts 02110.
This Agreement is entered into in connection with that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, 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, among other things, a $1,400,000,000 senior secured Term Loan B facility.
Recitals
A. The Borrower is party to the Credit Agreement providing for a $1,400,000,000 senior secured Term Loan B facility. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement or that certain Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), as applicable.
B. The Borrower is the direct owner of one hundred percent (100%) of the issued and outstanding equity interests in each of the following direct subsidiaries (collectively, the "Pledged Subsidiaries"):
1.  Nexford Precision Components, Inc. ("NPC"), a Delaware corporation;
2.  Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company;
3.  Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation;
4.  Nexford Manufacturing Services, LLC ("NMS"), an Illinois limited liability company;
5.  Nexford Properties, LLC ("NP LLC"), a Delaware limited liability company;
6.  Nexford International Holdings, Inc. ("NIH Intl"), a Delaware corporation;
7.  Clearfield Tool & Die, Inc. ("Clearfield"), a Pennsylvania corporation;
8.  Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation;
9.  Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company; and
10.  Lakeshore Precision Engineering, Inc. ("Lakeshore"), a Michigan corporation.
For the avoidance of doubt, NIH Intl is a domestic holding company, and the pledge of equity interests in Nexford Canada Holdings ULC held by NIH Intl is governed separately by that certain CFC Holdco Limited Pledge Agreement dated as of March 28, 2025 and is not covered by this Agreement.
C. It is a condition precedent to the making of the Term Loans under the Credit Agreement that the Pledgor execute and deliver this Agreement.
D. The proceeds of the Term Loans will be used to (i) refinance the existing $875,000,000 first lien term loan and $190,000,000 revolving credit facility outstanding under the Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as administrative agent, (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC, and (iii) pay transaction fees and expenses and provide cash to the balance sheet, and the Pledgor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement and the other Loan Documents.
E. The Pledgor is executing and delivering this Agreement to secure the prompt and complete payment and performance when due of all Secured Obligations under the Credit Agreement and the other Loan Documents.
Accordingly, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees as follows:
Article I
Definitions
Section 1.01 Defined Terms
As used in this Agreement, the following terms have the meanings set forth below:
"Agreement" means this Borrower Pledge Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time.
"Borrower" or "Pledgor" means Nexford Industrial Holdings Inc., a Delaware corporation.
"Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collateral agent under the Credit Agreement, and any successor collateral agent appointed in accordance with the Credit Agreement.
"Credit Agreement" means the Credit Agreement described in the introductory paragraph of this Agreement, dated as of March 28, 2025.
"Distributions" means all dividends, distributions, cash, instruments, securities and other property, whether in cash, in kind or otherwise, received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Equity.
"Guarantors" means Granite Peak NIH Holdings, LLC, in its capacity as holdings guarantor, and each Subsidiary Guarantor party to the Credit Agreement or any other Loan Document.
"Pledged Collateral" has the meaning assigned to such term in Section 2.01.
"Pledged Equity" means all equity interests described in Schedule I hereto, together with all additional equity interests now owned or hereafter acquired by the Pledgor in any Pledged Subsidiary or any other direct domestic restricted subsidiary required to be pledged pursuant to the Loan Documents.
"Pledged Subsidiaries" means the ten direct subsidiaries listed in Recital B.
"Proceeds" means all "proceeds" as defined in Article 9 of the UCC and, in any event, shall include all proceeds of any and all Pledged Collateral.
"Secured Obligations" means "Secured Obligations" as defined in the Credit Agreement and, in any event, includes all obligations of the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents.
"Secured Parties" means the Collateral Agent, the Administrative Agent, and the Lenders under the Credit Agreement, together with such other secured parties as may be identified in the Loan Documents.
"Security Agreement" means the Security Agreement dated as of March 28, 2025.
"Termination Date" means the date on which all Secured Obligations have been indefeasibly paid in full in cash or otherwise fully performed and all commitments under the Credit Agreement have terminated.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest granted to the Collateral Agent in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in another jurisdiction, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 UCC Terms
Unless otherwise defined herein, terms used in this Agreement that are defined in Article 8 or Article 9 of the UCC shall have the meanings given to them in Article 8 or Article 9 of the UCC, as applicable.
Section 1.03 Credit Agreement Terms
Unless otherwise defined herein or in the UCC, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. All references in this Agreement to Articles, Sections, Exhibits and Schedules are references to Articles, Sections, Exhibits and Schedules of or to this Agreement unless otherwise expressly specified.
Section 1.04 Governing Law Reference
To the extent not otherwise specified by mandatory applicable law, the interpretation of defined terms and other provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Article II
Pledge and Grant of Security Interest
Section 2.01 Pledge
As security for the prompt payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates and grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the Pledgor's right, title and interest in, to and under the following property, whether now owned or hereafter acquired and wherever located (collectively, the "Pledged Collateral"):
(a) all equity interests now owned or hereafter acquired by the Pledgor in each Pledged Subsidiary, including one hundred percent (100%) of all issued and outstanding shares of capital stock of each corporate Pledged Subsidiary and one hundred percent (100%) of all membership interests or limited liability company interests of each limited liability company Pledged Subsidiary, in each case as more particularly described on Schedule I hereto;
(b) all certificates, if any, representing any Pledged Equity, together with all options, warrants, subscriptions, conversion rights and other rights, contractual or otherwise, to purchase, acquire or receive any additional equity interests in any Pledged Subsidiary;
(c) all Distributions;
(d) all voting rights, consensual rights and other rights in respect of the Pledged Equity, subject to Section 5.01; and
(e) all Proceeds of any and all of the foregoing.
For the avoidance of doubt, the pledge of equity interests in Nexford International Holdings, Inc. under this Agreement is a pledge of 100% of the equity of NIH Intl itself, as a domestic subsidiary. The limited pledge of sixty-five percent (65%) of the voting equity and one hundred percent (100%) of the non-voting equity of Nexford Canada Holdings ULC, a first-tier foreign subsidiary held by NIH Intl, is governed exclusively by the separate CFC Holdco Limited Pledge Agreement dated as of March 28, 2025 and does not constitute Pledged Collateral under this Agreement.
Section 2.02 Security for Obligations
This Agreement and the pledge, assignment and grant of security interest herein are made to secure, and the Pledged Collateral shall secure, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and the prompt performance of all Secured Obligations, including all principal in respect of the $1,400,000,000 Term Loan B facility, all accrued and unpaid interest thereon, including interest calculated at the applicable rate of SOFR plus a margin of 400 basis points and any applicable default interest of an additional 200 basis points, all fees, premiums, costs, expenses, indemnities and other amounts owing by the Borrower or any Guarantor under the Credit Agreement or any other Loan Document.
Section 2.03 Continuing Security Interest
This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the Termination Date. The grant of the security interest under this Agreement is in addition to, and not in limitation of, any security interest granted to the Collateral Agent under the Security Agreement or any other Loan Document.
Article III
Delivery of Pledged Collateral
Section 3.01 Delivery of Certificates
The Pledgor shall deliver or cause to be delivered to the Collateral Agent on the date hereof, and with respect to any after-acquired certificated Pledged Equity promptly upon acquisition thereof, all certificates representing Pledged Equity that is in certificated form, together with undated stock powers, transfer powers or other equivalent instruments of transfer duly executed in blank by the Pledgor.
Without limiting the generality of the foregoing, the delivery obligations on the date hereof include the following certificated equity interests:
1.  with respect to NPC, all stock certificates representing the pledged common stock of NPC, together with duly executed blank stock powers;
2.  with respect to NCST, all stock certificates representing the pledged common stock of NCST, together with duly executed blank stock powers;
3.  with respect to NIH Intl, all stock certificates representing the pledged common stock of NIH Intl, together with duly executed blank stock powers;
4.  with respect to Clearfield, all stock certificates representing the pledged common stock of Clearfield, together with duly executed blank stock powers;
5.  with respect to Summit, all stock certificates representing the pledged common stock of Summit, together with duly executed blank stock powers; and
6.  with respect to Lakeshore, all stock certificates representing the pledged common stock of Lakeshore, together with duly executed blank stock powers.
All certificates delivered pursuant to this Section 3.01 shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be accompanied by instruments of transfer in form and substance reasonably satisfactory to the Collateral Agent.
Section 3.02 Uncertificated Equity
To the extent any Pledged Equity is uncertificated, including the limited liability company interests in NES, NMS, NP LLC and Ridgepoint, the Pledgor shall, or shall cause the applicable Pledged Subsidiary to:
(a) register the pledge and security interest created hereby on the books and records of such Pledged Subsidiary;
(b) execute and deliver to the Collateral Agent an acknowledgment of the security interest in substantially the form attached hereto as Exhibit B, or such other form reasonably satisfactory to the Collateral Agent;
(c) take all steps necessary or reasonably requested by the Collateral Agent to grant the Collateral Agent "control" within the meaning of Section 8-106 of the UCC over such uncertificated interests, including causing each such Pledged Subsidiary to agree that it will comply with entitlement orders or other instructions originated by the Collateral Agent without further consent of the Pledgor; and
(d) file or cause to be filed appropriate UCC-1 financing statements, and any continuation statements or amendments thereto, in the applicable filing offices, including with respect to NES and NP LLC in Delaware, NMS in Illinois, and Ridgepoint in Texas, as applicable.
Section 3.03 Additional Equity
If the Pledgor shall at any time acquire any additional equity interests in any existing or future direct domestic restricted subsidiary, whether by formation, acquisition, contribution, dividend, recapitalization, reclassification or otherwise, the Pledgor shall promptly, and in any event within thirty (30) days after such acquisition or such longer period as the Collateral Agent may agree in writing, do each of the following:
(i) if such equity is certificated, deliver the related certificates to the Collateral Agent together with duly executed blank transfer powers;
(ii) if such equity is uncertificated, comply with the requirements of Section 3.02 with respect thereto;
(iii) deliver to the Collateral Agent an updated Schedule I reflecting such additional Pledged Equity; and
(iv) file or cause to be filed any necessary UCC amendments, financing statements or other perfection documents.
Article IV
Representations and Warranties
The Pledgor represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and on each date on which any additional Pledged Equity becomes subject to this Agreement, that:
Section 4.01 Organization and Good Standing
The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as currently conducted and to execute, deliver and perform this Agreement.
Section 4.02 Authorization; No Conflicts
The execution, delivery and performance by the Pledgor of this Agreement have been duly authorized by all necessary corporate action, including pursuant to the board resolutions adopted on January 13, 2025. This Agreement has been duly executed and delivered by the Pledgor.
Neither the execution, delivery or performance of this Agreement by the Pledgor, nor the consummation of the transactions contemplated hereby, will:
(a) conflict with, violate or result in a breach of the certificate of incorporation, bylaws or other organizational documents of the Pledgor;
(b) conflict with, violate, result in a breach of, or constitute a default under, any material agreement, indenture, instrument or other obligation binding on the Pledgor; or
(c) violate any applicable law, rule, regulation, order, judgment or decree applicable to the Pledgor,
except, in the case of clauses (b) and (c), to the extent any such conflict, violation, breach or default would not reasonably be expected to impair materially the validity, perfection or priority of the security interest granted hereunder or the enforceability of this Agreement.
Section 4.03 Enforceability
This Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 4.04 Ownership of Pledged Equity
The Pledgor is the sole legal and beneficial owner of one hundred percent (100%) of the equity interests in each Pledged Subsidiary set forth on Schedule I, free and clear of all liens, claims, charges, encumbrances, options, adverse claims and security interests of any nature whatsoever, except for the security interest created by this Agreement and such liens as are permitted under the Credit Agreement.
Schedule I sets forth a complete and accurate listing of all Pledged Equity as of the date hereof, including, with respect to each item of Pledged Equity, the entity name, jurisdiction of organization, type of interest, number of shares or percentage interest, certificate number or notation that such interest is uncertificated, par value, if applicable, and percentage of outstanding equity owned by the Pledgor.
Section 4.05 Validity of Pledge; Perfection
The pledge and grant of security interest made hereunder constitute a valid security interest in the Pledged Collateral. Upon:
(a) the delivery to the Collateral Agent of all certificated Pledged Equity together with duly executed blank stock powers or transfer powers;
(b) the registration of the pledge on the books and records of each applicable limited liability company Pledged Subsidiary with respect to uncertificated equity interests;
(c) the filing of appropriate UCC-1 financing statements in the applicable filing offices; and
(d) the obtaining of control over uncertificated securities or security entitlements, if any,
the security interest granted hereunder will constitute a perfected first-priority security interest in the Pledged Collateral, subject only to liens expressly permitted under the Credit Agreement and to the extent any such permitted liens are permitted to have priority under the Credit Agreement or any applicable intercreditor arrangement.
The proper filing office for the filing of a financing statement naming the Pledgor as debtor is the office of the Secretary of State of the State of Delaware, as the Pledgor is organized under the laws of the State of Delaware.
Section 4.06 No Required Consents
No consent, approval, authorization, registration, filing with, or order of any governmental authority or any other person is required in connection with the execution, delivery and performance by the Pledgor of this Agreement or the grant of the security interest hereunder, except for such consents, approvals, authorizations, registrations, filings or orders as have been obtained or made and are in full force and effect.
Section 4.07 Chief Executive Office and Jurisdiction of Organization
The Pledgor's chief executive office is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor is organized under the laws of the State of Delaware. The Pledgor's organizational identification number is Delaware File Number 5765432.
Section 4.08 No Other Pledges or Liens
None of the Pledged Equity is subject to any pledge, lien, security interest or other encumbrance, other than the security interest created hereby and liens permitted under the Credit Agreement.
Section 4.09 Equity Interests Fully Paid and Non-Assessable
All shares of capital stock constituting Pledged Equity have been duly authorized and validly issued and are fully paid and non-assessable. All membership interests constituting Pledged Equity have been validly issued in accordance with the applicable limited liability company agreements or equivalent governing documents of the relevant Pledged Subsidiaries.
Section 4.10 No Options or Agreements
There are no outstanding options, warrants, conversion rights, preemptive rights, calls, rights of first refusal or other rights or agreements to purchase, subscribe for or otherwise acquire any Pledged Equity, other than those described in the Credit Agreement or otherwise disclosed in writing to and known by the Collateral Agent.
Article V
Covenants
Section 5.01 Voting Rights
So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights and consensual rights pertaining or relating to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement or any other Loan Document.
Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, at the direction of the Required Lenders, shall have the right, without notice to the Pledgor except as required by applicable law or the Credit Agreement, to exercise all voting rights and consensual rights pertaining to the Pledged Equity, and the Pledgor shall execute and deliver, or cause to be executed and delivered, all proxies, powers of attorney and other instruments reasonably requested by the Collateral Agent to permit the exercise of such rights.
Section 5.02 Distributions
So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all Distributions paid in respect of the Pledged Equity, to the extent receipt and retention thereof are permitted by the Credit Agreement, including the restricted payment provisions thereof, the annual general restricted payment basket in an amount up to $25,000,000, and the builder basket with a $50,000,000 starter amount plus fifty percent (50%) of cumulative consolidated net income from the first fiscal quarter of 2025.
Upon the occurrence and during the continuance of an Event of Default, all Distributions shall be paid directly to the Collateral Agent, held by the Collateral Agent as part of the Pledged Collateral and applied, or held for application, to the Secured Obligations in accordance with the Loan Documents.
If any Distribution is received by the Pledgor after the occurrence and during the continuance of an Event of Default, the Pledgor shall receive the same in trust for the benefit of the Collateral Agent and the Secured Parties, shall segregate such Distribution from its other property, and shall promptly deliver the same to the Collateral Agent in the same form as received, with any necessary endorsements.
Section 5.03 Maintenance of Pledge
The Pledgor shall not sell, assign, transfer, convey, exchange, pledge, encumber or otherwise dispose of any Pledged Equity, or create, incur or permit to exist any lien thereon, except as expressly permitted by the Credit Agreement, including dispositions and investments expressly permitted thereunder.
Section 5.04 Defense of Title
The Pledgor shall defend the Pledged Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Collateral Agent or any Secured Party, except for liens permitted under the Credit Agreement.
Section 5.05 Further Assurances
The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each applicable Pledged Subsidiary to execute and deliver, such further instruments, documents, certificates, notices, stock powers, transfer powers, consents, acknowledgments, control agreements, UCC financing statements and amendments thereto, and shall take such further action, as the Collateral Agent may reasonably request from time to time in order to:
(a) perfect and protect the security interest created hereby;
(b) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral; and
(c) maintain the first-priority status of the security interest granted hereby, subject to liens permitted under the Credit Agreement.
Section 5.06 After-Acquired Equity
The Pledgor shall pledge, pursuant to this Agreement or a supplement hereto reasonably acceptable to the Collateral Agent, all after-acquired equity interests in any existing or future direct domestic restricted subsidiary of the Pledgor within thirty (30) days after the acquisition thereof, or such longer period as may be agreed by the Collateral Agent, and shall take all actions required by Section 3.03 in connection therewith.
Section 5.07 Change of Organization
The Pledgor shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any change in:
(a) its legal name;
(b) its jurisdiction of organization;
(c) its organizational identification number; or
(d) the location of its chief executive office.
In connection with any such change, the Pledgor shall take all actions reasonably required by the Collateral Agent to maintain the perfection and priority of the security interest granted hereby, including the filing of amended or new financing statements and the delivery of such supporting documentation as the Collateral Agent may reasonably request.
Section 5.08 Compliance with Securities Laws
The Pledgor acknowledges that the Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, applicable state securities laws or other applicable laws. The Pledgor agrees that any sale of the Pledged Equity or any part thereof by private sale, conducted in a commercially reasonable manner, shall not be deemed to have been made in a commercially unreasonable manner solely because it was conducted by private sale and not by public disposition.
Article VI
Remedies Upon Event of Default
Section 6.01 Remedies
Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, including any Event of Default arising from a change of control, the Collateral Agent, acting at the direction of the Required Lenders and subject to the terms of the Credit Agreement and any applicable intercreditor agreement, may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein, in the Credit Agreement, in the Security Agreement, by law or otherwise, any or all of the following rights and remedies:
(a) exercise all the rights and remedies of a secured party under Article 9 of the UCC and any other applicable law;
(b) transfer all or any portion of the Pledged Equity into the name of the Collateral Agent or its nominee;
(c) exercise all voting, consent and other rights of the Pledgor pertaining to the Pledged Equity as if the Collateral Agent were the outright owner thereof;
(d) receive all Distributions and other payments and property in respect of the Pledged Equity;
(e) sell, assign, transfer, convey or otherwise dispose of the Pledged Collateral, or any part thereof, at public or private sale, in one or more sales, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable or otherwise appropriate, with or without notice except as required by applicable law; and
(f) apply the proceeds of any sale, collection, recovery, receipt or other realization upon the Pledged Collateral to the Secured Obligations in accordance with the Credit Agreement and the other applicable Loan Documents.
The rights and remedies of the Collateral Agent under this Agreement are cumulative and may be exercised singly, concurrently or in such order as the Collateral Agent may determine, subject to the Credit Agreement.
Section 6.02 Application of Proceeds
Any cash proceeds received by the Collateral Agent in respect of any sale, collection or other realization upon all or any part of the Pledged Collateral shall be applied as follows:
(i) first, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the Collateral Agent in connection with such sale, collection or other realization, including reasonable and documented attorneys' fees and expenses and all amounts for which the Collateral Agent is entitled to indemnification hereunder or under the Credit Agreement;
(ii) second, to the payment of the Secured Obligations in such order and manner as provided in the Credit Agreement, including in accordance with the applicable waterfall and any intercreditor arrangements, including the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 among Crescent Harbor Bank, N.A., as first lien collateral agent, and Pinnacle Trust Company, as unsecured notes trustee; and
(iii) third, after payment in full of all Secured Obligations and the satisfaction of all other obligations secured hereby, to the Pledgor or such other person as may be lawfully entitled thereto.
Section 6.03 Private Sales
The Pledgor recognizes and acknowledges that the Collateral Agent may be unable to effect a public sale of all or part of the Pledged Equity by reason of certain prohibitions under federal securities laws, state securities laws or other applicable laws, or because of the nature of the Pledged Equity and the absence of a ready public market therefor. The Pledgor therefore agrees that any private sale of the Pledged Equity, if conducted in a commercially reasonable manner, shall be deemed commercially reasonable, and the Collateral Agent shall have no obligation to delay a sale in order to permit the registration of such Pledged Equity for public sale under the Securities Act of 1933 or under applicable state securities laws.
Section 6.04 Deficiency
If the proceeds of any sale, collection or other realization upon the Pledged Collateral are insufficient to pay all amounts constituting the Secured Obligations in full, the Pledgor shall remain liable for any deficiency to the extent provided in the Credit Agreement and the other Loan Documents.
Article VII
The Collateral Agent
Section 7.01 Appointment and Authority
The Collateral Agent has been appointed pursuant to the Credit Agreement and is acting hereunder solely in its capacity as Collateral Agent for the benefit of the Secured Parties. The Collateral Agent shall have all of the rights, powers, privileges, protections, immunities and indemnities granted to it under the Credit Agreement, and all such provisions of the Credit Agreement are incorporated herein by reference mutatis mutandis as if set forth herein in full.
Section 7.02 Agent's Duties
The Collateral Agent shall have no duty or obligation to take any action with respect to the Pledged Collateral or to exercise any right, remedy or power under this Agreement except as expressly directed by the Required Lenders or as otherwise expressly required by the Credit Agreement. The Collateral Agent shall not be responsible for the existence, genuineness, value or collectability of any Pledged Collateral or for the validity, perfection, priority or sufficiency of this Agreement or any security interest purported to be created hereby, except to the extent resulting from its own gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction.
Section 7.03 Reliance
The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificate, statement, instrument, opinion, notice, request, direction, consent, order or other document believed by it in good faith to be genuine and to have been signed or sent by the proper person or persons.
Section 7.04 Indemnification
The Pledgor shall indemnify and hold harmless the Collateral Agent and its officers, directors, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and reasonable and documented out-of-pocket expenses, including reasonable and documented attorneys' fees and expenses, arising out of or in connection with this Agreement or the administration, enforcement or preservation of the Pledged Collateral, except to the extent resulting from the gross negligence or willful misconduct of the Collateral Agent or such indemnified person, as determined by a final non-appealable judgment of a court of competent jurisdiction.
Article VIII
Miscellaneous
Section 8.01 Notices
All notices, requests, demands, consents, approvals and other communications hereunder shall be given in the manner provided in the Credit Agreement and shall be sent to the applicable parties at the addresses set forth below, or to such other address as any party may designate in accordance with the Credit Agreement:
If to the Pledgor:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
with a copy to:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Attention: Priya Mehta, VP, Treasury & Corporate Finance
and with a further copy to counsel for the Borrower:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Claudia Merritt
If to the Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, MA 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
with a copy to counsel for the Collateral Agent:
Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019
Attention: Margaret Ashby
Any such notice or communication shall be effective as provided in the Credit Agreement.
Section 8.02 Amendments and Waivers
No amendment, modification, supplement or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor herefrom, shall be effective unless the same shall be in writing and signed by the Pledgor and the Collateral Agent, with the consent of the Required Lenders or such other Lenders as may be required under the Credit Agreement. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 8.03 Governing Law
This Agreement, and any claim, controversy or dispute arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.
Section 8.04 Jurisdiction; Venue
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 in the City of New York 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 relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Section 8.05 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 ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.06 Counterparts
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail in portable document format (PDF), by electronic signature or by any other electronic transmission complying with applicable law shall be as effective as delivery of a manually executed counterpart.
Section 8.07 Severability
If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid, illegal or unenforceable, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable, shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
Section 8.08 Entire Agreement
This Agreement, together with the Credit Agreement, the Security Agreement, the Guarantee Agreement and the other Loan Documents, embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.
Section 8.09 Successors and Assigns
This Agreement shall be binding upon the Pledgor and its successors and permitted assigns and shall inure to the benefit of the Collateral Agent, the Secured Parties and their respective successors and assigns. The Pledgor may not assign any of its rights or obligations hereunder without the prior written consent of the Collateral Agent except as permitted by the Credit Agreement.
Section 8.10 Termination and Release
Upon the occurrence of the Termination Date, the security interest granted hereby shall automatically terminate, and the Collateral Agent shall, at the request and expense of the Pledgor, promptly:
(a) return to the Pledgor all certificates and transfer powers then held by the Collateral Agent in respect of the Pledged Collateral;
(b) execute and deliver such UCC-3 termination statements, releases, reassignments and other release documents as the Pledgor may reasonably request to evidence the termination of the security interest created hereby; and
(c) release the security interest created hereby.
In addition, the Collateral Agent shall, subject to the terms of the Credit Agreement, release its security interest in any Pledged Equity that is sold, transferred or otherwise disposed of in a transaction permitted under the Credit Agreement, including permitted asset dispositions subject to applicable reinvestment rights over 365-day or 545-day periods and the $25,000,000 annual de minimis disposition basket, upon receipt of a written request from the Pledgor certifying that such disposition is permitted under the Credit Agreement and such other documentation as the Collateral Agent may reasonably require.
Section 8.11 Reinstatement
This Agreement shall remain in full force and effect and continue to be effective, or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, made in respect of any Secured Obligation is rescinded, avoided, invalidated, declared fraudulent or preferential, or must otherwise be restored or returned by the Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Pledgor or any other obligor, or otherwise, as though such payment had not been made.
Section 8.12 Headings
The headings of the Articles, Sections, Exhibits and Schedules of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
Section 8.13 Conflicts with Credit Agreement
In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Credit Agreement, the terms of the Credit Agreement shall control.
Section 8.14 No Waiver; Cumulative Remedies
No failure or delay on the part of the Collateral Agent in exercising any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. All rights and remedies provided in this Agreement, the Credit Agreement and the other Loan Documents are cumulative and not exclusive of any rights or remedies provided by law.
IN WITNESS WHEREOF, the parties hereto have caused this Borrower Pledge Agreement to be duly executed and delivered by their respective authorized officers as of the date first above written.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
Date: March 28, 2025
Schedule I
Pledged Equity
The following table sets forth the Pledged Equity as of the date of this Agreement:
Note: The pledge of equity interests in Nexford International Holdings, Inc. (line 6) is a pledge of 100% of the equity of NIH Intl itself. The pledge of the equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, held by NIH Intl is limited to 65% of voting equity and 100% of non-voting equity and is governed by the CFC Holdco Limited Pledge Agreement dated as of March 28, 2025.
Schedule II
Addresses for Notices
This Schedule II is provided for convenience only. All notices, requests, demands and other communications under this Agreement shall be delivered in accordance with Section 8.01 of this Agreement and the notice provisions of the Credit Agreement.
Pledgor:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
with a copy to:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Attention: Priya Mehta, VP, Treasury & Corporate Finance
with a further copy to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Claudia Merritt
Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, MA 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
with a copy to:
Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019
Attention: Margaret Ashby
Exhibit A
Form of Stock Power / Transfer Power (Blank)
For use with certificated Pledged Equity.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______ all of the undersigned's right, title and interest in and to __ shares of common stock or membership interests, as applicable, of ________, and does hereby irrevocably constitute and appoint ______ as attorney to transfer such shares or interests on the books of such entity, with full power of substitution in the premises.
This Stock Power / Transfer Power is executed in connection with that certain 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.
Dated: ____
Name of Transferor: Nexford Industrial Holdings Inc.
By: ________
Name: ________
Title: _________
Exhibit B
Form of Acknowledgment of Pledge by LLC Pledged Subsidiaries
[On letterhead of applicable LLC Pledged Subsidiary]
March 28, 2025
Crescent Harbor Bank, N.A., as Collateral Agent 320 Federal Street Boston, MA 02110
Re: Acknowledgment of Pledge of Membership Interests
Ladies and Gentlemen:
Reference is made to that certain Borrower Pledge Agreement dated as of March 28, 2025 (the "Pledge Agreement"), made by Nexford Industrial Holdings Inc., a Delaware corporation, in favor of Crescent Harbor Bank, N.A., as Collateral Agent. Capitalized terms used but not otherwise defined in this acknowledgment shall have the meanings given to them in the Pledge Agreement.
The undersigned, being the duly authorized representative of ________, a ______ limited liability company (the "Company"), hereby acknowledges and agrees as follows:
1.  The Company has received notice of the pledge by Nexford Industrial Holdings Inc. of one hundred percent (100%) of the membership interests in the Company to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement.
2.  The Company has registered, or upon execution hereof will register, the pledge and security interest created by the Pledge Agreement on its books and records.
3.  The Company agrees that, upon receipt of written notice from the Collateral Agent that an Event of Default has occurred and is continuing and that the Collateral Agent is exercising rights with respect to the pledged membership interests, the Company shall comply with instructions originated by the Collateral Agent with respect to such membership interests, including instructions relating to the transfer, disposition, voting or other exercise of rights in respect thereof, without further consent of Nexford Industrial Holdings Inc.
4.  The Company hereby consents to the transfer of the pledged membership interests upon foreclosure or other exercise of remedies by the Collateral Agent in accordance with the Pledge Agreement and applicable law, and agrees to reflect any such transfer promptly on its books and records.
5.  The Company confirms that the membership interests in the Company are uncertificated and agrees not to issue any certificate representing such membership interests unless it shall first have given prior written notice to the Collateral Agent and delivered such certificate to the Collateral Agent together with appropriate transfer documentation as may be required under the Pledge Agreement.
6.  This acknowledgment shall be binding upon the Company and its successors and assigns.
Very truly yours,
[APPLICABLE LLC PLEDGED SUBSIDIARY]
By: ________
Name: ________
Title: _________
This form may be used for each of Nexford Engineered Systems, LLC, Nexford Manufacturing Services, LLC, Nexford Properties, LLC and Ridgepoint Specialty Coatings, LLC, with appropriate conforming changes to entity name, jurisdiction and signatory details.
No. | Pledged Subsidiary | Jurisdiction | Type of Entity | Type of Interest | No. of Shares / % Interest | Certificate No(s). | Par Value | Percentage of Outstanding
1 | Nexford Precision Components, Inc. | Delaware | Corporation | Common Stock | 1,000 shares | Cert. No. 1 | $0.01 per share | 100%
2 | Nexford Engineered Systems, LLC | Delaware | LLC | Membership Interest | 100% membership interest | Uncertificated | N/A | 100%
3 | Nexford Coatings & Surface Technologies, Inc. | Delaware | Corporation | Common Stock | 1,000 shares | Cert. No. 1 | $0.01 per share | 100%
4 | Nexford Manufacturing Services, LLC | Illinois | LLC | Membership Interest | 100% membership interest | Uncertificated | N/A | 100%
5 | Nexford Properties, LLC | Delaware | LLC | Membership Interest | 100% membership interest | Uncertificated | N/A | 100%
6 | Nexford International Holdings, Inc. | Delaware | Corporation | Common Stock | 1,000 shares | Cert. No. 1 | $0.01 per share | 100%
7 | Clearfield Tool & Die, Inc. | Pennsylvania | Corporation | Common Stock | 100 shares | Cert. No. 1 | $1.00 per share | 100%
8 | Summit Industrial Fabrication Co. | South Carolina | Corporation | Common Stock | 500 shares | Cert. No. 1 | $1.00 per share | 100%
9 | Ridgepoint Specialty Coatings, LLC | Texas | LLC | Membership Interest | 100% membership interest | Uncertificated | N/A | 100%
10 | Lakeshore Precision Engineering, Inc. | Michigan | Corporation | Common Stock | 250 shares | Cert. No. 1 | $1.00 per share | 100%

BORROWER PLEDGE AGREEMENT

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