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HOLDINGS PLEDGE AGREEMENT

dated as of March 28, 2025

GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company, as Pledgor,

in favor of

CRESCENT HARBOR BANK, N.A., a national banking association, as Collateral Agent for the benefit of the Secured Parties

________________________________________

Relating to the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, 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 from time to time party thereto

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This HOLDINGS PLEDGE AGREEMENT (this "Agreement") is made and entered into as of March 28, 2025, by GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company (the "Pledgor" or "Holdings"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (the "Collateral Agent") for the benefit of the Secured Parties (as defined herein), under and in connection with the 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., a Delaware corporation (the "Borrower"), the Guarantors from time to time 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 Joint Bookrunners, and the Lenders from time to time party thereto.

RECITALS

A. The Borrower, Nexford Industrial Holdings Inc., has entered into the Credit Agreement, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to make term loans to the Borrower in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) in the form of a senior secured Term Loan B facility (the "Term Loan B Facility"). Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).

B. The Pledgor is the direct parent entity and sole holder of one hundred percent (100%) of the issued and outstanding equity interests (the "Pledged Equity") in the Borrower, Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432). The Pledgor is a Delaware limited liability company (Delaware Secretary of State File Number 7234891).

C. The Pledgor is a Guarantor under the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Pledgor, the other Guarantors party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent, pursuant to which the Pledgor has agreed to unconditionally guarantee the payment and performance of the Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

D. It is a condition precedent to the making of the Term Loans under the Credit Agreement that the Pledgor execute and deliver this Holdings Pledge Agreement. The Pledgor will benefit directly and indirectly from the extensions of credit under the Credit Agreement inasmuch as the proceeds of the Term Loans will be used, in part, to (i) refinance existing indebtedness of the Borrower under the Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto (the "Existing Credit Agreement"), (ii) fund a dividend distribution to the Pledgor (and thence to the equity holders of the Pledgor, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP), (iii) pay fees and expenses incurred in connection with the foregoing transactions, and (iv) provide for the ongoing working capital needs and general corporate purposes of the Borrower and its subsidiaries. Accordingly, the Pledgor has determined that the execution, delivery, and performance of this Agreement are in the best interests of the Pledgor and its members.

E. As used herein, "Secured Obligations" has the meaning assigned to such term in the Credit Agreement, and encompasses all obligations of the Borrower and the Guarantors under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, including all principal, interest (including post-petition interest), fees, premiums, penalties, reimbursement obligations, indemnities, and other amounts now or hereafter owing thereunder.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, 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. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (which Credit Agreement is governed by and construed in accordance with the laws of the State of New York). In addition, the following terms shall have the following meanings for purposes of this Agreement:

"Agreement" means this Holdings Pledge Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432), and its successors and permitted assigns.

"Collateral" means the Pledged Equity and all Proceeds thereof, as more fully described in Article II hereof.

"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent for the Secured Parties under the Credit Agreement, and its successors and assigns in such capacity. The address of the Collateral Agent for purposes of this Agreement is 320 Federal Street, Boston, MA 02110, Attention: Elaine Prescott, Managing Director, Leveraged Finance.

"Credit Agreement" means that certain Credit Agreement dated as of March 28, 2025, among the 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 Joint Bookrunners, and the Lenders from time to time party thereto, as it may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.

"Event of Default" has the meaning assigned to such term in the Credit Agreement.

"Pledged Equity" means all of the equity interests in the Borrower owned by the Pledgor as of the date hereof or at any time hereafter acquired, together with (i) all certificates and instruments representing or evidencing such equity interests, (ii) all rights to receive dividends, distributions, cash, instruments, and other property in respect of or in exchange for such equity interests, (iii) all voting rights, management rights, and other consensual rights associated therewith, and (iv) all other rights, privileges, preferences, options, warrants, and other interests of any nature whatsoever appertaining thereto, in each case whether now owned or hereafter acquired, and whether arising under the certificate of incorporation, bylaws, or other organizational documents of the Borrower, under applicable law, or otherwise.

"Pledgor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (Delaware Secretary of State File Number 7234891; Employer Identification Number: 85-3291047). The registered address of the Pledgor is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

"Proceeds" has the meaning assigned to such term in Article 9 of the UCC, and includes, without limitation, all dividends, distributions, interest, gains, income, and other proceeds of the Pledged Equity, whether consisting of cash, securities, instruments, general intangibles, investment property, or other property of any kind.

"Secured Obligations" has the meaning assigned to such term in the Credit Agreement.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders, in each case under and as defined in the Credit Agreement, and their respective successors and assigns.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, where applicable, the State of Delaware or any other relevant jurisdiction; provided that, if, by reason of mandatory provisions of law, any of the attachment, perfection, or priority of, or the remedies with respect to, the Collateral Agent's security interest in the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, priority, or remedies.

Section 1.02 UCC Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings set forth in the UCC. Without limiting the foregoing, the terms "general intangibles," "investment property," "securities," "security entitlement," "securities account," "securities intermediary," "financial asset," "certificated security," and "uncertificated security" shall have the meanings assigned to such terms under Articles 8 and 9 of the UCC.

Section 1.03 Rules of Construction. The following rules of construction shall apply to this Agreement:

(a) Section references are to sections of this Agreement unless otherwise expressly stated.

(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be given any substantive effect in the interpretation or construction of this Agreement.

(c) The word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding such term.

(d) References to any agreement, instrument, or other document shall be deemed to include all amendments, restatements, supplements, extensions, renewals, replacements, and other modifications thereto, to the extent not prohibited by the terms hereof or by the terms of any other Loan Document.

(e) Words of any gender shall include each other gender, and words in the singular shall include the plural and vice versa, as the context may require.

(f) References to "herein," "hereof," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.

(g) References to any person shall include such person's successors and permitted assigns.

(h) References to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation.

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Pledge. As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien upon all of the Pledgor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, wherever located (collectively, the "Collateral"):

(a) all equity interests in Nexford Industrial Holdings Inc. now owned or hereafter acquired by the Pledgor, including one hundred percent (100%) of the issued and outstanding shares of common stock (or other equity interests of any class or nature) of the Borrower, as more particularly described on Schedule A attached hereto (as such Schedule A may be supplemented, amended, or updated from time to time in accordance with this Agreement);

(b) all certificates and instruments, if any, representing or evidencing the Pledged Equity, together with all stock powers, transfer powers, and similar instruments executed in connection therewith;

(c) all dividends, distributions (whether in cash, stock, or other property), returns of capital, and other payments and distributions made or to be made on or with respect to the Pledged Equity, whether ordinary or extraordinary, interim or final, and whether paid or payable in cash, securities, or other property;

(d) all voting rights, management rights, consent rights, and other consensual rights associated with, or arising under or in connection with, the Pledged Equity, including all rights to vote, approve, consent to, or direct any matter or action relating to the business, operations, assets, or governance of the Borrower;

(e) all other property hereafter delivered in substitution for, or in addition to, any of the foregoing (whether by way of stock dividend, stock split, reclassification, merger, consolidation, exchange, conversion, or otherwise), and all certificates and instruments representing or evidencing such property; and

(f) all Proceeds (as defined in the UCC) of any and all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property, all cash proceeds, non-cash proceeds, and all interest, dividends, and other income thereon.

Section 2.02 Security for Obligations. This Agreement secures, and the Collateral constitutes security for, the prompt and complete payment and performance when due of all Secured Obligations, including, without limitation, all principal, interest (including interest accruing during any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed or allowable as a claim in such proceeding), fees (including arrangement fees, upfront fees, commitment fees, and administrative fees), premiums, reimbursement obligations, indemnification obligations, and all other amounts owing by the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, this Agreement secures the payment and performance of all amounts owing in connection with the $1,400,000,000 Term Loan B Facility provided under the Credit Agreement, which Term Loan B Facility matures on March 28, 2032, and all extensions, renewals, refinancings, and modifications thereof.

Section 2.03 Continuing Security Interest. The pledge and security interest granted herein shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.01 hereof). The pledge and security interest granted herein shall not be affected, modified, impaired, or released by reason of any of the following: (a) any amendment, modification, restatement, supplement, extension, renewal, or replacement of the Credit Agreement or any other Loan Document; (b) the taking, exchange, release, or non-perfection of any other collateral securing the Secured Obligations; (c) the taking, release, amendment, waiver, or modification of any guaranty for all or any of the Secured Obligations; (d) any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of this Agreement, the Credit Agreement, or any other Loan Document; or (e) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation, or other similar proceeding relating to the Borrower, any Guarantor, or any other person, or any action taken with respect to this Agreement by any trustee, receiver, or other similar official in any such proceeding. The Pledgor waives any right to require the Collateral Agent or any Secured Party to proceed against any other person, to exhaust any other collateral, or to pursue any other remedy before proceeding against the Collateral.

ARTICLE III — DELIVERY OF PLEDGED EQUITY

Section 3.01 Delivery. On or prior to the date hereof, the Pledgor shall deliver or cause to be delivered to the Collateral Agent:

(a) all certificates, if any, representing or evidencing the Pledged Equity, together with undated stock powers or transfer powers duly executed in blank by an authorized signatory of the Pledgor, substantially in the form attached hereto as Exhibit A (each, a "Stock Power"); and

(b) if the equity interests in the Borrower are uncertificated, (i) evidence satisfactory to the Collateral Agent that the Collateral Agent has been registered as the pledgee of the Pledged Equity on the books and records of the Borrower, or (ii) a written acknowledgment from the Borrower (in form and substance satisfactory to the Collateral Agent) confirming the Collateral Agent's security interest in the Pledged Equity, and/or (iii) such control agreements or other instruments as may be necessary or desirable to perfect the Collateral Agent's security interest in the Pledged Equity under the UCC.

The Pledgor acknowledges and agrees that the delivery of certificates (if any) and executed Stock Powers, or the registration of the Collateral Agent as pledgee (if the equity interests are uncertificated), is essential to the Collateral Agent's security interest and to the ability of the Collateral Agent to exercise its remedies hereunder upon the occurrence and during the continuance of an Event of Default.

Section 3.02 Additional Equity Interests. If the Pledgor shall at any time after the date hereof acquire any additional equity interests in the Borrower (whether by purchase, capital contribution, stock dividend, stock split, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) Business Days after such acquisition) deliver to the Collateral Agent certificates representing such additional equity interests (if certificated), together with Stock Powers duly executed in blank by an authorized signatory of the Pledgor, or, if such additional equity interests are uncertificated, arrange for the acknowledgment, registration, or control referred to in Section 3.01(b) above. Such additional equity interests shall automatically and without further action become part of the Pledged Equity and shall be subject to the pledge, security interest, and lien granted herein. The Pledgor shall promptly execute and deliver a Joinder Agreement substantially in the form attached hereto as Exhibit B to confirm that such additional equity interests are subject to this Agreement.

Section 3.03 Financing Statements. The Pledgor hereby authorizes the Collateral Agent to file one or more UCC-1 financing statements (and any amendments, supplements, and continuation statements with respect thereto) in any filing office in any relevant jurisdiction as the Collateral Agent may determine to be necessary or desirable to perfect the security interest granted herein. Without limiting the foregoing:

(a) The Pledgor authorizes the Collateral Agent to file UCC-1 financing statements with the Secretary of State of the State of Delaware (the state of organization of the Pledgor) naming Granite Peak NIH Holdings, LLC (Delaware Secretary of State File Number 7234891) as Debtor and Crescent Harbor Bank, N.A. as Secured Party, describing the Collateral as "all equity interests in Nexford Industrial Holdings Inc., and all proceeds thereof" (or words of similar import sufficient to cover the Collateral described herein).

(b) The parties acknowledge that a UCC-1 Financing Statement naming Granite Peak NIH Holdings, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party has been filed with the Delaware Secretary of State on March 28, 2025, and assigned filing number 2025-1287436.

(c) The Pledgor agrees to cooperate with the Collateral Agent in connection with the filing of any continuation statements, amendments, or other filings necessary to maintain the effectiveness and perfection of the security interest granted herein.

The Pledgor shall pay all filing fees and other costs and expenses associated with any such filings.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, that:

Section 4.01 Organization and Good Standing. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor's Delaware Secretary of State File Number is 7234891, and its Employer Identification Number is 85-3291047. The Pledgor has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 4.02 Authority and Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform this Agreement, to pledge the Pledged Equity as provided herein, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action, including the written consent of Granite Peak Capital GP IV, LLC, as the managing member of the Pledgor, adopted as of January 13, 2025, and no further action or consent on the part of the Pledgor or any of its members, managers, or any other person is required. This Agreement has been duly executed and delivered by the Pledgor and constitutes the 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 conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (whether enforcement is sought in a proceeding in equity or at law).

Section 4.03 Ownership of Pledged Equity. The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. The Pledged Equity is free and clear of all liens, claims, charges, encumbrances, and security interests of every kind and nature whatsoever, other than (a) the lien and security interest created by this Agreement, and (b) Permitted Liens (as defined in the Credit Agreement). No other person has any right, title, interest, claim, option, warrant, or other right to acquire any equity interest in the Borrower, whether by contract, operation of law, or otherwise, except as set forth in the organizational documents of the Borrower or as disclosed to the Collateral Agent in writing. The Pledged Equity has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concepts apply), and has not been issued in violation of any preemptive rights, rights of first refusal, or similar rights.

Section 4.04 No Conflicts. The execution, delivery, and performance of this Agreement by the Pledgor and the pledge of the Pledged Equity as provided herein do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Pledgor;

(b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or writ of any governmental authority applicable to the Pledgor or the Pledged Equity;

(c) conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, or instrument to which the Pledgor is a party or by which the Pledgor or its assets are bound; or

(d) result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of the Pledgor (including the Pledged Equity), other than the lien and security interest created by this Agreement and Permitted Liens.

Section 4.05 Consents and Approvals. No consent, approval, authorization, order, registration, qualification, or other action by, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, and performance of this Agreement or the pledge of the Pledged Equity as contemplated herein, other than (a) the filing of UCC-1 financing statements (and continuation statements) with the Delaware Secretary of State, (b) such filings and approvals as have already been obtained or made and are in full force and effect, and (c) filings or recordings that may be required in connection with the exercise of remedies by the Collateral Agent following an Event of Default.

Section 4.06 Perfection. Upon (a) the delivery of certificates (if any) representing the Pledged Equity to the Collateral Agent, together with Stock Powers duly executed in blank, and/or (b) the filing of UCC-1 financing statements with the Delaware Secretary of State, the Collateral Agent will have a valid, perfected, first-priority security interest in and lien upon the Pledged Equity, subject only to Permitted Liens (if any), to the extent that a first-priority security interest in the Pledged Equity can be perfected by delivery of possession or by the filing of financing statements under the UCC. No further action is necessary to create, perfect, or protect such security interest, other than (i) the filing of continuation statements with the Delaware Secretary of State prior to the lapse of the initial financing statements and (ii) such other actions as may be required by applicable law or regulation to maintain perfection.

Section 4.07 Litigation. There is no action, suit, proceeding, investigation, or arbitration pending or, to the knowledge of the Pledgor, threatened in writing against or affecting the Pledgor or the Pledged Equity before any court, governmental authority, arbitrator, or other tribunal that (a) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement, or (b) would reasonably be expected to have a material adverse effect on the Pledgor's ability to perform its obligations under this Agreement or on the value of the Pledged Equity.

Section 4.08 Chief Executive Office / Location. The Pledgor's chief executive office and principal place of business is located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Pledgor's organizational identification number assigned by the Delaware Secretary of State is 7234891. The Pledgor has not changed its name, organizational form, state of organization, or organizational identification number within the four (4) years preceding the date of this Agreement.

Section 4.09 Nature of Equity Interests. The Pledged Equity consists of one hundred percent (100%) of the membership interests, shares of common stock, or other equity interests (as applicable) of Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432; Employer Identification Number: 36-4178552). The equity interests constituting the Pledged Equity are either (a) "certificated securities" within the meaning of Article 8 of the UCC, in which case all certificates representing such equity interests have been duly delivered to the Collateral Agent together with Stock Powers executed in blank, or (b) "uncertificated securities" or "general intangibles" within the meaning of the UCC, in which case appropriate acknowledgments, registrations, or control agreements have been obtained to perfect the Collateral Agent's security interest therein. The Borrower has not issued any equity interests other than those constituting the Pledged Equity, and there are no outstanding options, warrants, convertible securities, or other rights to acquire equity interests in the Borrower, except as permitted under the Credit Agreement.

ARTICLE V — COVENANTS

The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 5.01 Protection of Security Interest. The Pledgor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the first-priority perfected security interest of the Collateral Agent in the Pledged Equity, including (a) making all necessary UCC filings (including continuation statements) with the Delaware Secretary of State and any other relevant filing office, (b) delivering to the Collateral Agent certificates (if any) representing additional Pledged Equity, together with Stock Powers executed in blank, and (c) executing and delivering such further instruments, documents, and agreements as the Collateral Agent may from time to time reasonably request. The Pledgor shall not take or permit any action that would impair or diminish the Collateral Agent's security interest in the Pledged Equity or the priority thereof. Without limiting the foregoing, the Pledgor shall defend the Collateral Agent's right, title, and security interest in and to the Pledged Equity against all claims, demands, and actions of any person claiming through or under the Pledgor.

Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed to the extent the applicable transaction is permitted by the Credit Agreement), sell, assign, transfer, exchange, pledge, hypothecate, or otherwise dispose of any of the Pledged Equity or any interest therein, or create, incur, assume, or permit to exist any lien, security interest, charge, or encumbrance on or with respect to the Pledged Equity, other than (a) the lien and security interest created by this Agreement, (b) Permitted Liens (as defined in the Credit Agreement), or (c) dispositions expressly permitted by the terms of the Credit Agreement (including dispositions of the Pledged Equity in connection with a transaction permitted under the negative covenants of the Credit Agreement). For the avoidance of doubt, any disposition of the Pledged Equity that is permitted by the Credit Agreement shall be subject to Section 9.03 hereof.

Section 5.03 No Amendments to Organizational Documents. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of the Borrower in any manner that would reasonably be expected to (a) materially and adversely affect the rights of the Collateral Agent or the Secured Parties under this Agreement, (b) materially alter the nature, terms, or conditions of the Pledged Equity, (c) restrict or impair the ability of the Collateral Agent to exercise its remedies under this Agreement, or (d) reduce the economic value of the Pledged Equity; provided that the foregoing shall not restrict amendments or modifications to the organizational documents of the Borrower that are otherwise permitted under the Credit Agreement and that do not adversely affect the interests of the Collateral Agent or the Secured Parties in the Pledged Equity.

Section 5.04 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such further instruments, documents, and agreements, and take such further actions, as the Collateral Agent may from time to time reasonably request, to carry out the intent and purposes of this Agreement, to create, perfect, protect, and preserve the security interest created hereby, and to enable the Collateral Agent to exercise and enforce its rights, remedies, and powers hereunder, including (a) the filing of additional financing statements, amendments, and continuation statements, (b) the delivery of additional certificates and Stock Powers, (c) the execution and delivery of control agreements, (d) the delivery of opinions of counsel, and (e) the execution and delivery of such other documents and instruments as the Collateral Agent may reasonably request.

Section 5.05 Notices. The Pledgor shall promptly (and in any event within fifteen (15) Business Days) notify the Collateral Agent in writing of:

(a) any change in the Pledgor's legal name, state of organization, organizational identification number, or form of organization;

(b) any change in the nature of the Pledged Equity, including any conversion from certificated to uncertificated form, or any reclassification, exchange, or conversion of the equity interests of the Borrower;

(c) any event, circumstance, or condition that would reasonably be expected to materially impair the value of the Pledged Equity or the Collateral Agent's security interest therein;

(d) any lien, claim, charge, or encumbrance on the Pledged Equity (other than the lien created hereby and Permitted Liens) that has arisen or of which the Pledgor has become aware; and

(e) any default or event of default by the Borrower under any material agreement or instrument that would reasonably be expected to have a material adverse effect on the value of the Pledged Equity.

Section 5.06 Compliance with Credit Agreement. The Pledgor shall comply in all material respects with all obligations applicable to it in its capacity as a Guarantor under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents. Without limiting the generality of the foregoing, the Pledgor shall deliver to the Collateral Agent, promptly upon receipt of a written request therefor, such information regarding the Pledgor and the Pledged Equity as the Collateral Agent may reasonably request in connection with its administration of the Collateral.

Section 5.07 Payment of Taxes and Claims. The Pledgor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, levies, and governmental charges assessed against or imposed upon the Pledged Equity before they become delinquent or before any penalty attaches thereto; provided that the Pledgor shall not be required to pay or discharge any such tax, assessment, levy, or charge so long as (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently pursued, and (b) the Pledgor shall have established adequate reserves therefor in accordance with generally accepted accounting principles.

ARTICLE VI — VOTING RIGHTS AND DIVIDENDS

Section 6.01 Voting Rights Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing, and subject to the terms and conditions of this Agreement, the Credit Agreement, and the other Loan Documents:

(a) The Pledgor shall be entitled to exercise all voting rights, consent rights, management rights, and other consensual rights pertaining to the Pledged Equity for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents, and for any purpose that would not impair the position or interests of the Collateral Agent or any Secured Party or the value of the Collateral. Without limiting the foregoing, the Pledgor shall not exercise any such voting or consent rights in any manner that would violate or be inconsistent with the provisions of the Credit Agreement, including the negative covenants set forth therein.

(b) The Pledgor may exercise such voting rights directly or through a duly authorized proxy or agent, in its sole discretion; provided that no such proxy or agency shall be irrevocable or coupled with an interest.

Section 6.02 Dividends and Distributions Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing:

(a) The Pledgor shall be entitled to receive and retain, for its own account, all cash dividends, distributions, and other payments made on or with respect to the Pledged Equity, subject in all respects to the terms and conditions of the Credit Agreement, including the restricted payment covenants set forth therein; provided that no dividend, distribution, or other payment shall be made or received to the extent that the making or receipt thereof would constitute an Event of Default or a Default (as defined in the Credit Agreement).

(b) For reference purposes, the Credit Agreement's restricted payment provisions permit, among other things: (i) a general builder basket equal to fifty percent (50%) of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries from the first fiscal quarter of 2025 through the most recently ended fiscal quarter for which financial statements are available, plus a starter basket of $50,000,000; (ii) a general annual restricted payment basket of $25,000,000 per fiscal year; and (iii) unlimited restricted payments subject to pro forma compliance (on a pro forma basis after giving effect to such restricted payment and any related transactions) with a Total Net Leverage Ratio of not greater than 3.75 to 1.00, in each case subject to the conditions and limitations set forth in the Credit Agreement.

Section 6.03 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default:

(a) All voting rights, consent rights, management rights, and other consensual rights of the Pledgor in respect of the Pledged Equity shall, at the election of the Collateral Agent (acting at the direction of the Required Lenders (as defined in the Credit Agreement)), immediately and without further notice cease, and all such rights shall thereupon become vested solely and exclusively in the Collateral Agent. The Collateral Agent shall have the exclusive right, but not the obligation, to exercise all such voting and consent rights with respect to the Pledged Equity in its sole discretion, including the right to vote the Pledged Equity with respect to all matters submitted to a vote of shareholders or members (as applicable) of the Borrower, to give or withhold consents, to adopt or amend organizational documents, and to elect or remove directors, managers, or officers.

(b) All dividends, distributions, returns of capital, and other payments and amounts in respect of the Pledged Equity, whether in cash, securities, or other property, shall be paid directly to the Collateral Agent, and any such amounts received by the Pledgor shall be received in trust for the Collateral Agent and shall be segregated from other property of the Pledgor and shall be promptly (and in any event within two (2) Business Days) delivered to the Collateral Agent in the exact form received, together with any necessary endorsements, for application to the Secured Obligations in the order of priority set forth in the Credit Agreement.

(c) The Pledgor shall promptly execute and deliver to the Collateral Agent such proxies, voting agreements, powers of attorney, and other instruments as the Collateral Agent may request to effectuate the foregoing, and the Pledgor hereby irrevocably constitutes and appoints the Collateral Agent (and any officer or agent of the Collateral Agent) as the Pledgor's true and lawful attorney-in-fact, with full power of substitution, to exercise all voting and consent rights of the Pledgor in respect of the Pledged Equity during the continuance of an Event of Default; provided that such power of attorney shall be effective only during the continuance of an Event of Default.

ARTICLE VII — REMEDIES

Section 7.01 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders, unless otherwise specified in the Credit Agreement) may exercise any or all of the following remedies, in any order and in any combination, in each case without demand, notice, or advertisement (except as expressly required by Section 7.02 hereof or by applicable law that may not be waived):

(a) All rights and remedies available to a secured party under Article 9 of the UCC or under any other applicable law, including the right to collect, receive, appropriate, and realize upon the Collateral, and the right to enforce the security interest granted herein by any available judicial procedure or by any nonjudicial procedure authorized by applicable law.

(b) Sell, assign, transfer, or otherwise dispose of all or any part of the Pledged Equity at a public sale, at one or more private sales, or at any broker's board or securities exchange, for cash, credit, or any combination thereof, with or without having the Pledged Equity present at the place of sale, upon such terms and conditions as the Collateral Agent may determine in its sole discretion, and the Collateral Agent or any Secured Party may be the purchaser of all or any portion of the Pledged Equity at any such sale. Each purchaser at any such sale shall hold the Pledged Equity absolutely free from any claim or right of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay, or appraisal that the Pledgor now has or may hereafter have under any statute, rule, or regulation now existing or hereafter enacted.

(c) Transfer, register, or re-register the Pledged Equity into the name of the Collateral Agent or its nominee, or into the name of any purchaser at any sale described in clause (b) above.

(d) Apply the Proceeds of any such sale, collection, or other realization of the Pledged Equity to the Secured Obligations in the order of priority set forth in Section 7.04 hereof and in the Credit Agreement.

(e) Exercise all voting rights, consent rights, management rights, and other consensual rights of the Pledgor in respect of the Pledged Equity as set forth in Section 6.03 hereof.

(f) Take possession of any and all books, records, files, and documents of the Pledgor relating to the Pledged Equity.

(g) Institute proceedings in any court of competent jurisdiction for the appointment of a receiver or trustee over all or any portion of the Pledged Equity.

(h) Exercise any and all other rights and remedies available to the Collateral Agent under this Agreement, the Credit Agreement, or any other Loan Document.

The rights and remedies specified herein are cumulative and are not exclusive of any other rights or remedies that the Collateral Agent or any Secured Party may have under applicable law, in equity, or otherwise.

Section 7.02 Notice of Sale. The Collateral Agent shall give the Pledgor at least ten (10) Business Days' prior written notice of the time and place of any public sale of the Pledged Equity, or of the time after which any private sale or other disposition thereof is to be made, which notice the Pledgor hereby acknowledges and agrees shall constitute commercially reasonable notice of such sale or other disposition. The Collateral Agent shall not be obligated to make any sale of the Pledged Equity regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Without limiting the generality of the foregoing, the Collateral Agent may, without notice or demand, (a) extend the time for payment of any of the Secured Obligations, (b) compromise or settle with any debtor, obligor, or other person liable for any of the Secured Obligations, and (c) accept or release additional security for any of the Secured Obligations, in each case without thereby incurring responsibility to, or discharging or otherwise affecting the liability of, the Pledgor under this Agreement.

Section 7.03 Waiver. The Pledgor waives, to the fullest extent permitted by applicable law:

(a) notice of acceptance of this Agreement by the Collateral Agent or any Secured Party;

(b) demand, presentment, protest, and notice of nonpayment, dishonor, protest, and default;

(c) any right to require marshalling of assets or to require the Collateral Agent or any Secured Party to proceed against any other person, to exhaust any other collateral, or to pursue any particular order of enforcement;

(d) any right to a judicial hearing prior to the exercise of any right or remedy provided for herein or under applicable law, to the extent such right may be lawfully waived;

(e) any defense arising by reason of the incapacity, lack of authority, or any disability or other defense of the Borrower or any other person, or by reason of the cessation from any cause of the liability of the Borrower or any other person; and

(f) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of its obligations hereunder.

Section 7.04 Application of Proceeds. The Proceeds of any sale, collection, or other realization of the Pledged Equity, and any other amounts received by the Collateral Agent in respect of the Collateral, shall be applied in the following order of priority:

First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such sale, collection, or realization, or otherwise in connection with this Agreement, the Credit Agreement, or any other Loan Document, including the reasonable and documented fees and disbursements of counsel to the Collateral Agent, and all reasonable expenses, liabilities, and advances made or incurred by the Collateral Agent in connection therewith;

Second, to the payment of the Secured Obligations, in such order of application as the Administrative Agent or the Required Lenders may direct (or, in the absence of such direction, ratably to the Secured Parties in accordance with the respective unpaid amounts of the Secured Obligations held by each); and

Third, after the payment in full in cash of all Secured Obligations, the termination of all commitments under the Credit Agreement, and the cash collateralization or cancellation of all outstanding letters of credit, any surplus remaining shall be paid to the Pledgor or to whomsoever may be lawfully entitled thereto, as determined by a court of competent jurisdiction.

Section 7.05 Private Sale. The Pledgor acknowledges that the Pledged Equity consists of equity interests in a private company, that such equity interests are of a type that may be subject to restrictions on transfer under applicable federal and state securities laws (including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder), and that the Collateral Agent may be unable to effect a public sale of all or any portion of the Pledged Equity by reason of such restrictions or for other reasons. The Pledgor agrees that, in such circumstances, a private sale of the Pledged Equity at a price that the Collateral Agent deems commercially reasonable under the circumstances (including a sale at a discount from the appraised fair market value of the Pledged Equity) shall be deemed to be a commercially reasonable sale for purposes of Article 9 of the UCC and any other applicable law. The Pledgor further agrees that the Collateral Agent shall have no obligation to delay the sale or other disposition of the Pledged Equity in order to permit the issuer of the Pledged Equity to register the Pledged Equity for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The Pledgor shall use its commercially reasonable efforts to cooperate with the Collateral Agent in connection with any sale or disposition of the Pledged Equity, including by making available to potential purchasers such financial information and other data concerning the Borrower as may be reasonably requested by the Collateral Agent.

Section 7.06 Collateral Agent's Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall not have any duty or obligation to exercise any right or remedy hereunder or under applicable law, to preserve, protect, or insure the Pledged Equity, or to take any action with respect thereto, beyond the safe custody of the Pledged Equity in the Collateral Agent's possession. The Collateral Agent shall exercise reasonable care in the custody and preservation of any Pledged Equity in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Equity if such Pledged Equity is accorded treatment substantially equivalent to that which the Collateral Agent accords its own property of a similar nature. The Collateral Agent shall have no liability for any decline in the market value or other value of the Pledged Equity, whether resulting from changes in market conditions, actions of the Borrower, changes in applicable law, or otherwise.

ARTICLE VIII — INTERCREDITOR PROVISIONS

Section 8.01 Intercreditor Agreement. The rights and remedies of the Collateral Agent under this Agreement are subject to and qualified by the terms and provisions of the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as trustee under the Indenture dated as of June 14, 2019, as supplemented (in respect of the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc.), and Nexford Industrial Holdings Inc. Notwithstanding any provision of this Agreement to the contrary, the exercise by the Collateral Agent of any right or remedy hereunder shall be subject to the limitations and conditions set forth in the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control to the extent of such conflict or inconsistency.

Section 8.02 Permitted Liens. For the avoidance of doubt, the security interest granted herein is subject to Permitted Liens as defined in Section 7.01 of the Credit Agreement. Nothing in this Agreement shall be construed to prohibit or restrict any lien or encumbrance on the Pledged Equity that constitutes a Permitted Lien under the Credit Agreement.

ARTICLE IX — TERMINATION AND RELEASE

Section 9.01 Termination. This Agreement and the security interest, pledge, and lien granted herein shall terminate and be of no further force or effect upon the earliest to occur of (the date of such occurrence, the "Termination Date"):

(a) the Termination Date as defined in the Credit Agreement (i.e., the date on which (i) all Secured Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (ii) all commitments of the Lenders under the Credit Agreement have been permanently terminated, and (iii) all letters of credit issued under the Credit Agreement have been cancelled, have expired, or have been cash collateralized or backstopped in a manner satisfactory to the applicable issuing bank); and

(b) a release of the Pledgor's guarantee under the Guarantee Agreement in accordance with the terms and conditions of the Credit Agreement (including by reason of a Permitted Disposition of the equity interests of the Borrower to a person that is not a Restricted Subsidiary in a transaction permitted under the Credit Agreement).

Section 9.02 Release of Pledged Equity. Upon the occurrence of the Termination Date, the Collateral Agent shall, promptly upon the written request of the Pledgor and at the Pledgor's sole cost and expense:

(a) return to the Pledgor (or to such person as the Pledgor may direct) all certificates, instruments, Stock Powers, and other documents constituting or relating to the Pledged Equity then held by the Collateral Agent;

(b) execute and deliver to the Pledgor (or cause to be filed) UCC-3 termination statements and such other instruments of release, termination, satisfaction, and discharge as the Pledgor may reasonably request to evidence the termination of the security interest created hereby and the release of the Pledged Equity from the lien hereof; and

(c) take such other actions as may be reasonably necessary or appropriate to release and terminate the security interest created hereby and to return the Pledged Equity to the Pledgor free and clear of the lien created by this Agreement.

The Pledgor shall reimburse the Collateral Agent for all reasonable and documented costs and expenses incurred by the Collateral Agent in connection with any such release or termination.

Section 9.03 Permitted Dispositions. If the Pledgor is permitted to dispose of any Pledged Equity pursuant to the terms of the Credit Agreement (including in connection with a disposition, merger, consolidation, or other transaction permitted under the negative covenants or any applicable exception thereto set forth in the Credit Agreement), the Collateral Agent shall, upon the written request of the Pledgor (which request shall certify that such disposition is permitted under the Credit Agreement and shall identify the applicable provision of the Credit Agreement authorizing such disposition), promptly release the security interest in such Pledged Equity and execute and deliver such instruments of release and termination as the Pledgor may reasonably request in connection therewith; provided that the Collateral Agent shall have received such certifications and other evidence as it may reasonably request to confirm that such disposition is permitted under the Credit Agreement and that all conditions to such release set forth in the Credit Agreement have been satisfied.

ARTICLE X — MISCELLANEOUS

Section 10.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to any party under this Agreement shall be in writing and shall be deemed given in accordance with the provisions of the Credit Agreement governing notices thereunder. For purposes of this Agreement, notices shall be directed to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):

If to the Pledgor:

Granite Peak NIH Holdings, LLC c/o Penmark Industries 1209 Orange Street Wilmington, Delaware 19801

with a copy (which shall not constitute notice) to:

Granite Peak Capital Partners, LP 600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830

Attention: Ryan Ostrowski

With a copy (which shall not constitute notice) to Borrower's Counsel:

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

Attention: Claudia Merritt

If to the Collateral Agent:

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

Attention: Elaine Prescott, Managing Director, Leveraged Finance

With a copy (which shall not constitute notice) to Agent's Counsel:

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

Attention: Margaret Ashby

Section 10.02 Amendments; Waivers. This Agreement may be amended, supplemented, restated, or otherwise modified only by a written instrument duly executed by the Pledgor and the Collateral Agent. No waiver of any provision of this Agreement or consent to any departure by the Pledgor from any provision hereof shall be effective unless in writing and signed by the Collateral Agent, and any such waiver or consent shall be limited to the specific instance and purpose for which it is given. No failure or delay by the Collateral Agent in exercising any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law.

Section 10.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Notwithstanding the foregoing, to the extent that the perfection, the effect of perfection or non-perfection, or the priority of the security interest granted herein in the Pledged Equity is governed by the UCC as in effect in a jurisdiction other than the State of New York, the laws of such jurisdiction shall govern with respect to such perfection, effect of perfection or non-perfection, or priority.

Section 10.04 Jurisdiction; Venue. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to above, and (b) the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in any manner permitted by applicable law.

Section 10.05 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 PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.06 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns (including any debtor-in-possession on behalf of the Pledgor), and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, the Collateral Agent may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement to any person t

HOLDINGS PLEDGE AGREEMENT
dated as of March 28, 2025
by
GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company, as Pledgor,
in favor of
CRESCENT HARBOR BANK, N.A., a national banking association, as Collateral Agent for the benefit of the Secured Parties
________________________________________
Relating to the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, 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 from time to time party thereto
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This HOLDINGS PLEDGE AGREEMENT (this "Agreement") is made and entered into as of March 28, 2025, by GRANITE PEAK NIH HOLDINGS, LLC, a Delaware limited liability company (the "Pledgor" or "Holdings"), in favor of CRESCENT HARBOR BANK, N.A., a national banking association, in its capacity as Collateral Agent (the "Collateral Agent") for the benefit of the Secured Parties (as defined herein), under and in connection with the 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., a Delaware corporation (the "Borrower"), the Guarantors from time to time 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 Joint Bookrunners, and the Lenders from time to time party thereto.
RECITALS
A. The Borrower, Nexford Industrial Holdings Inc., has entered into the Credit Agreement, pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to make term loans to the Borrower in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) in the form of a senior secured Term Loan B facility (the "Term Loan B Facility"). Crescent Harbor Bank, N.A. serves as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).
B. The Pledgor is the direct parent entity and sole holder of one hundred percent (100%) of the issued and outstanding equity interests (the "Pledged Equity") in the Borrower, Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432). The Pledgor is a Delaware limited liability company (Delaware Secretary of State File Number 7234891).
C. The Pledgor is a Guarantor under the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Pledgor, the other Guarantors party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent, pursuant to which the Pledgor has agreed to unconditionally guarantee the payment and performance of the Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
D. It is a condition precedent to the making of the Term Loans under the Credit Agreement that the Pledgor execute and deliver this Holdings Pledge Agreement. The Pledgor will benefit directly and indirectly from the extensions of credit under the Credit Agreement inasmuch as the proceeds of the Term Loans will be used, in part, to (i) refinance existing indebtedness of the Borrower under the Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto (the "Existing Credit Agreement"), (ii) fund a dividend distribution to the Pledgor (and thence to the equity holders of the Pledgor, including Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP), (iii) pay fees and expenses incurred in connection with the foregoing transactions, and (iv) provide for the ongoing working capital needs and general corporate purposes of the Borrower and its subsidiaries. Accordingly, the Pledgor has determined that the execution, delivery, and performance of this Agreement are in the best interests of the Pledgor and its members.
E. As used herein, "Secured Obligations" has the meaning assigned to such term in the Credit Agreement, and encompasses all obligations of the Borrower and the Guarantors under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents, including all principal, interest (including post-petition interest), fees, premiums, penalties, reimbursement obligations, indemnities, and other amounts now or hereafter owing thereunder.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein, 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. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (which Credit Agreement is governed by and construed in accordance with the laws of the State of New York). In addition, the following terms shall have the following meanings for purposes of this Agreement:
"Agreement" means this Holdings Pledge Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432), and its successors and permitted assigns.
"Collateral" means the Pledged Equity and all Proceeds thereof, as more fully described in Article II hereof.
"Collateral Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as Collateral Agent for the Secured Parties under the Credit Agreement, and its successors and assigns in such capacity. The address of the Collateral Agent for purposes of this Agreement is 320 Federal Street, Boston, MA 02110, Attention: Elaine Prescott, Managing Director, Leveraged Finance.
"Credit Agreement" means that certain Credit Agreement dated as of March 28, 2025, among the 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 Joint Bookrunners, and the Lenders from time to time party thereto, as it may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Pledged Equity" means all of the equity interests in the Borrower owned by the Pledgor as of the date hereof or at any time hereafter acquired, together with (i) all certificates and instruments representing or evidencing such equity interests, (ii) all rights to receive dividends, distributions, cash, instruments, and other property in respect of or in exchange for such equity interests, (iii) all voting rights, management rights, and other consensual rights associated therewith, and (iv) all other rights, privileges, preferences, options, warrants, and other interests of any nature whatsoever appertaining thereto, in each case whether now owned or hereafter acquired, and whether arising under the certificate of incorporation, bylaws, or other organizational documents of the Borrower, under applicable law, or otherwise.
"Pledgor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company (Delaware Secretary of State File Number 7234891; Employer Identification Number: 85-3291047). The registered address of the Pledgor is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
"Proceeds" has the meaning assigned to such term in Article 9 of the UCC, and includes, without limitation, all dividends, distributions, interest, gains, income, and other proceeds of the Pledged Equity, whether consisting of cash, securities, instruments, general intangibles, investment property, or other property of any kind.
"Secured Obligations" has the meaning assigned to such term in the Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders, in each case under and as defined in the Credit Agreement, and their respective successors and assigns.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, where applicable, the State of Delaware or any other relevant jurisdiction; provided that, if, by reason of mandatory provisions of law, any of the attachment, perfection, or priority of, or the remedies with respect to, the Collateral Agent's security interest in the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, priority, or remedies.
Section 1.02 UCC Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings set forth in the UCC. Without limiting the foregoing, the terms "general intangibles," "investment property," "securities," "security entitlement," "securities account," "securities intermediary," "financial asset," "certificated security," and "uncertificated security" shall have the meanings assigned to such terms under Articles 8 and 9 of the UCC.
Section 1.03 Rules of Construction. The following rules of construction shall apply to this Agreement:
(a) Section references are to sections of this Agreement unless otherwise expressly stated.
(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be given any substantive effect in the interpretation or construction of this Agreement.
(c) The word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding such term.
(d) References to any agreement, instrument, or other document shall be deemed to include all amendments, restatements, supplements, extensions, renewals, replacements, and other modifications thereto, to the extent not prohibited by the terms hereof or by the terms of any other Loan Document.
(e) Words of any gender shall include each other gender, and words in the singular shall include the plural and vice versa, as the context may require.
(f) References to "herein," "hereof," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof.
(g) References to any person shall include such person's successors and permitted assigns.
(h) References to any law, statute, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, rule, or regulation.
ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST
Section 2.01 Pledge. As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien upon all of the Pledgor's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, wherever located (collectively, the "Collateral"):
(a) all equity interests in Nexford Industrial Holdings Inc. now owned or hereafter acquired by the Pledgor, including one hundred percent (100%) of the issued and outstanding shares of common stock (or other equity interests of any class or nature) of the Borrower, as more particularly described on Schedule A attached hereto (as such Schedule A may be supplemented, amended, or updated from time to time in accordance with this Agreement);
(b) all certificates and instruments, if any, representing or evidencing the Pledged Equity, together with all stock powers, transfer powers, and similar instruments executed in connection therewith;
(c) all dividends, distributions (whether in cash, stock, or other property), returns of capital, and other payments and distributions made or to be made on or with respect to the Pledged Equity, whether ordinary or extraordinary, interim or final, and whether paid or payable in cash, securities, or other property;
(d) all voting rights, management rights, consent rights, and other consensual rights associated with, or arising under or in connection with, the Pledged Equity, including all rights to vote, approve, consent to, or direct any matter or action relating to the business, operations, assets, or governance of the Borrower;
(e) all other property hereafter delivered in substitution for, or in addition to, any of the foregoing (whether by way of stock dividend, stock split, reclassification, merger, consolidation, exchange, conversion, or otherwise), and all certificates and instruments representing or evidencing such property; and
(f) all Proceeds (as defined in the UCC) of any and all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property, all cash proceeds, non-cash proceeds, and all interest, dividends, and other income thereon.
Section 2.02 Security for Obligations. This Agreement secures, and the Collateral constitutes security for, the prompt and complete payment and performance when due of all Secured Obligations, including, without limitation, all principal, interest (including interest accruing during any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed or allowable as a claim in such proceeding), fees (including arrangement fees, upfront fees, commitment fees, and administrative fees), premiums, reimbursement obligations, indemnification obligations, and all other amounts owing by the Borrower and the Guarantors under the Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoing, this Agreement secures the payment and performance of all amounts owing in connection with the $1,400,000,000 Term Loan B Facility provided under the Credit Agreement, which Term Loan B Facility matures on March 28, 2032, and all extensions, renewals, refinancings, and modifications thereof.
Section 2.03 Continuing Security Interest. The pledge and security interest granted herein shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.01 hereof). The pledge and security interest granted herein shall not be affected, modified, impaired, or released by reason of any of the following: (a) any amendment, modification, restatement, supplement, extension, renewal, or replacement of the Credit Agreement or any other Loan Document; (b) the taking, exchange, release, or non-perfection of any other collateral securing the Secured Obligations; (c) the taking, release, amendment, waiver, or modification of any guaranty for all or any of the Secured Obligations; (d) any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of this Agreement, the Credit Agreement, or any other Loan Document; or (e) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation, or other similar proceeding relating to the Borrower, any Guarantor, or any other person, or any action taken with respect to this Agreement by any trustee, receiver, or other similar official in any such proceeding. The Pledgor waives any right to require the Collateral Agent or any Secured Party to proceed against any other person, to exhaust any other collateral, or to pursue any other remedy before proceeding against the Collateral.
ARTICLE III — DELIVERY OF PLEDGED EQUITY
Section 3.01 Delivery. On or prior to the date hereof, the Pledgor shall deliver or cause to be delivered to the Collateral Agent:
(a) all certificates, if any, representing or evidencing the Pledged Equity, together with undated stock powers or transfer powers duly executed in blank by an authorized signatory of the Pledgor, substantially in the form attached hereto as Exhibit A (each, a "Stock Power"); and
(b) if the equity interests in the Borrower are uncertificated, (i) evidence satisfactory to the Collateral Agent that the Collateral Agent has been registered as the pledgee of the Pledged Equity on the books and records of the Borrower, or (ii) a written acknowledgment from the Borrower (in form and substance satisfactory to the Collateral Agent) confirming the Collateral Agent's security interest in the Pledged Equity, and/or (iii) such control agreements or other instruments as may be necessary or desirable to perfect the Collateral Agent's security interest in the Pledged Equity under the UCC.
The Pledgor acknowledges and agrees that the delivery of certificates (if any) and executed Stock Powers, or the registration of the Collateral Agent as pledgee (if the equity interests are uncertificated), is essential to the Collateral Agent's security interest and to the ability of the Collateral Agent to exercise its remedies hereunder upon the occurrence and during the continuance of an Event of Default.
Section 3.02 Additional Equity Interests. If the Pledgor shall at any time after the date hereof acquire any additional equity interests in the Borrower (whether by purchase, capital contribution, stock dividend, stock split, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) Business Days after such acquisition) deliver to the Collateral Agent certificates representing such additional equity interests (if certificated), together with Stock Powers duly executed in blank by an authorized signatory of the Pledgor, or, if such additional equity interests are uncertificated, arrange for the acknowledgment, registration, or control referred to in Section 3.01(b) above. Such additional equity interests shall automatically and without further action become part of the Pledged Equity and shall be subject to the pledge, security interest, and lien granted herein. The Pledgor shall promptly execute and deliver a Joinder Agreement substantially in the form attached hereto as Exhibit B to confirm that such additional equity interests are subject to this Agreement.
Section 3.03 Financing Statements. The Pledgor hereby authorizes the Collateral Agent to file one or more UCC-1 financing statements (and any amendments, supplements, and continuation statements with respect thereto) in any filing office in any relevant jurisdiction as the Collateral Agent may determine to be necessary or desirable to perfect the security interest granted herein. Without limiting the foregoing:
(a) The Pledgor authorizes the Collateral Agent to file UCC-1 financing statements with the Secretary of State of the State of Delaware (the state of organization of the Pledgor) naming Granite Peak NIH Holdings, LLC (Delaware Secretary of State File Number 7234891) as Debtor and Crescent Harbor Bank, N.A. as Secured Party, describing the Collateral as "all equity interests in Nexford Industrial Holdings Inc., and all proceeds thereof" (or words of similar import sufficient to cover the Collateral described herein).
(b) The parties acknowledge that a UCC-1 Financing Statement naming Granite Peak NIH Holdings, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party has been filed with the Delaware Secretary of State on March 28, 2025, and assigned filing number 2025-1287436.
(c) The Pledgor agrees to cooperate with the Collateral Agent in connection with the filing of any continuation statements, amendments, or other filings necessary to maintain the effectiveness and perfection of the security interest granted herein.
The Pledgor shall pay all filing fees and other costs and expenses associated with any such filings.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, that:
Section 4.01 Organization and Good Standing. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor's Delaware Secretary of State File Number is 7234891, and its Employer Identification Number is 85-3291047. The Pledgor has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
Section 4.02 Authority and Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform this Agreement, to pledge the Pledged Equity as provided herein, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action, including the written consent of Granite Peak Capital GP IV, LLC, as the managing member of the Pledgor, adopted as of January 13, 2025, and no further action or consent on the part of the Pledgor or any of its members, managers, or any other person is required. This Agreement has been duly executed and delivered by the Pledgor and constitutes the 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 conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (whether enforcement is sought in a proceeding in equity or at law).
Section 4.03 Ownership of Pledged Equity. The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. The Pledged Equity is free and clear of all liens, claims, charges, encumbrances, and security interests of every kind and nature whatsoever, other than (a) the lien and security interest created by this Agreement, and (b) Permitted Liens (as defined in the Credit Agreement). No other person has any right, title, interest, claim, option, warrant, or other right to acquire any equity interest in the Borrower, whether by contract, operation of law, or otherwise, except as set forth in the organizational documents of the Borrower or as disclosed to the Collateral Agent in writing. The Pledged Equity has been duly authorized and validly issued, is fully paid and non-assessable (to the extent such concepts apply), and has not been issued in violation of any preemptive rights, rights of first refusal, or similar rights.
Section 4.04 No Conflicts. The execution, delivery, and performance of this Agreement by the Pledgor and the pledge of the Pledged Equity as provided herein do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Pledgor;
(b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or writ of any governmental authority applicable to the Pledgor or the Pledged Equity;
(c) conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, or instrument to which the Pledgor is a party or by which the Pledgor or its assets are bound; or
(d) result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of the Pledgor (including the Pledged Equity), other than the lien and security interest created by this Agreement and Permitted Liens.
Section 4.05 Consents and Approvals. No consent, approval, authorization, order, registration, qualification, or other action by, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, and performance of this Agreement or the pledge of the Pledged Equity as contemplated herein, other than (a) the filing of UCC-1 financing statements (and continuation statements) with the Delaware Secretary of State, (b) such filings and approvals as have already been obtained or made and are in full force and effect, and (c) filings or recordings that may be required in connection with the exercise of remedies by the Collateral Agent following an Event of Default.
Section 4.06 Perfection. Upon (a) the delivery of certificates (if any) representing the Pledged Equity to the Collateral Agent, together with Stock Powers duly executed in blank, and/or (b) the filing of UCC-1 financing statements with the Delaware Secretary of State, the Collateral Agent will have a valid, perfected, first-priority security interest in and lien upon the Pledged Equity, subject only to Permitted Liens (if any), to the extent that a first-priority security interest in the Pledged Equity can be perfected by delivery of possession or by the filing of financing statements under the UCC. No further action is necessary to create, perfect, or protect such security interest, other than (i) the filing of continuation statements with the Delaware Secretary of State prior to the lapse of the initial financing statements and (ii) such other actions as may be required by applicable law or regulation to maintain perfection.
Section 4.07 Litigation. There is no action, suit, proceeding, investigation, or arbitration pending or, to the knowledge of the Pledgor, threatened in writing against or affecting the Pledgor or the Pledged Equity before any court, governmental authority, arbitrator, or other tribunal that (a) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement, or (b) would reasonably be expected to have a material adverse effect on the Pledgor's ability to perform its obligations under this Agreement or on the value of the Pledged Equity.
Section 4.08 Chief Executive Office / Location. The Pledgor's chief executive office and principal place of business is located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Pledgor's organizational identification number assigned by the Delaware Secretary of State is 7234891. The Pledgor has not changed its name, organizational form, state of organization, or organizational identification number within the four (4) years preceding the date of this Agreement.
Section 4.09 Nature of Equity Interests. The Pledged Equity consists of one hundred percent (100%) of the membership interests, shares of common stock, or other equity interests (as applicable) of Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432; Employer Identification Number: 36-4178552). The equity interests constituting the Pledged Equity are either (a) "certificated securities" within the meaning of Article 8 of the UCC, in which case all certificates representing such equity interests have been duly delivered to the Collateral Agent together with Stock Powers executed in blank, or (b) "uncertificated securities" or "general intangibles" within the meaning of the UCC, in which case appropriate acknowledgments, registrations, or control agreements have been obtained to perfect the Collateral Agent's security interest therein. The Borrower has not issued any equity interests other than those constituting the Pledged Equity, and there are no outstanding options, warrants, convertible securities, or other rights to acquire equity interests in the Borrower, except as permitted under the Credit Agreement.
ARTICLE V — COVENANTS
The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:
Section 5.01 Protection of Security Interest. The Pledgor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the first-priority perfected security interest of the Collateral Agent in the Pledged Equity, including (a) making all necessary UCC filings (including continuation statements) with the Delaware Secretary of State and any other relevant filing office, (b) delivering to the Collateral Agent certificates (if any) representing additional Pledged Equity, together with Stock Powers executed in blank, and (c) executing and delivering such further instruments, documents, and agreements as the Collateral Agent may from time to time reasonably request. The Pledgor shall not take or permit any action that would impair or diminish the Collateral Agent's security interest in the Pledged Equity or the priority thereof. Without limiting the foregoing, the Pledgor shall defend the Collateral Agent's right, title, and security interest in and to the Pledged Equity against all claims, demands, and actions of any person claiming through or under the Pledgor.
Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed to the extent the applicable transaction is permitted by the Credit Agreement), sell, assign, transfer, exchange, pledge, hypothecate, or otherwise dispose of any of the Pledged Equity or any interest therein, or create, incur, assume, or permit to exist any lien, security interest, charge, or encumbrance on or with respect to the Pledged Equity, other than (a) the lien and security interest created by this Agreement, (b) Permitted Liens (as defined in the Credit Agreement), or (c) dispositions expressly permitted by the terms of the Credit Agreement (including dispositions of the Pledged Equity in connection with a transaction permitted under the negative covenants of the Credit Agreement). For the avoidance of doubt, any disposition of the Pledged Equity that is permitted by the Credit Agreement shall be subject to Section 9.03 hereof.
Section 5.03 No Amendments to Organizational Documents. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of the Borrower in any manner that would reasonably be expected to (a) materially and adversely affect the rights of the Collateral Agent or the Secured Parties under this Agreement, (b) materially alter the nature, terms, or conditions of the Pledged Equity, (c) restrict or impair the ability of the Collateral Agent to exercise its remedies under this Agreement, or (d) reduce the economic value of the Pledged Equity; provided that the foregoing shall not restrict amendments or modifications to the organizational documents of the Borrower that are otherwise permitted under the Credit Agreement and that do not adversely affect the interests of the Collateral Agent or the Secured Parties in the Pledged Equity.
Section 5.04 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such further instruments, documents, and agreements, and take such further actions, as the Collateral Agent may from time to time reasonably request, to carry out the intent and purposes of this Agreement, to create, perfect, protect, and preserve the security interest created hereby, and to enable the Collateral Agent to exercise and enforce its rights, remedies, and powers hereunder, including (a) the filing of additional financing statements, amendments, and continuation statements, (b) the delivery of additional certificates and Stock Powers, (c) the execution and delivery of control agreements, (d) the delivery of opinions of counsel, and (e) the execution and delivery of such other documents and instruments as the Collateral Agent may reasonably request.
Section 5.05 Notices. The Pledgor shall promptly (and in any event within fifteen (15) Business Days) notify the Collateral Agent in writing of:
(a) any change in the Pledgor's legal name, state of organization, organizational identification number, or form of organization;
(b) any change in the nature of the Pledged Equity, including any conversion from certificated to uncertificated form, or any reclassification, exchange, or conversion of the equity interests of the Borrower;
(c) any event, circumstance, or condition that would reasonably be expected to materially impair the value of the Pledged Equity or the Collateral Agent's security interest therein;
(d) any lien, claim, charge, or encumbrance on the Pledged Equity (other than the lien created hereby and Permitted Liens) that has arisen or of which the Pledgor has become aware; and
(e) any default or event of default by the Borrower under any material agreement or instrument that would reasonably be expected to have a material adverse effect on the value of the Pledged Equity.
Section 5.06 Compliance with Credit Agreement. The Pledgor shall comply in all material respects with all obligations applicable to it in its capacity as a Guarantor under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents. Without limiting the generality of the foregoing, the Pledgor shall deliver to the Collateral Agent, promptly upon receipt of a written request therefor, such information regarding the Pledgor and the Pledged Equity as the Collateral Agent may reasonably request in connection with its administration of the Collateral.
Section 5.07 Payment of Taxes and Claims. The Pledgor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, levies, and governmental charges assessed against or imposed upon the Pledged Equity before they become delinquent or before any penalty attaches thereto; provided that the Pledgor shall not be required to pay or discharge any such tax, assessment, levy, or charge so long as (a) the validity or amount thereof is being contested in good faith by appropriate proceedings diligently pursued, and (b) the Pledgor shall have established adequate reserves therefor in accordance with generally accepted accounting principles.
ARTICLE VI — VOTING RIGHTS AND DIVIDENDS
Section 6.01 Voting Rights Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing, and subject to the terms and conditions of this Agreement, the Credit Agreement, and the other Loan Documents:
(a) The Pledgor shall be entitled to exercise all voting rights, consent rights, management rights, and other consensual rights pertaining to the Pledged Equity for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement, or the other Loan Documents, and for any purpose that would not impair the position or interests of the Collateral Agent or any Secured Party or the value of the Collateral. Without limiting the foregoing, the Pledgor shall not exercise any such voting or consent rights in any manner that would violate or be inconsistent with the provisions of the Credit Agreement, including the negative covenants set forth therein.
(b) The Pledgor may exercise such voting rights directly or through a duly authorized proxy or agent, in its sole discretion; provided that no such proxy or agency shall be irrevocable or coupled with an interest.
Section 6.02 Dividends and Distributions Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing:
(a) The Pledgor shall be entitled to receive and retain, for its own account, all cash dividends, distributions, and other payments made on or with respect to the Pledged Equity, subject in all respects to the terms and conditions of the Credit Agreement, including the restricted payment covenants set forth therein; provided that no dividend, distribution, or other payment shall be made or received to the extent that the making or receipt thereof would constitute an Event of Default or a Default (as defined in the Credit Agreement).
(b) For reference purposes, the Credit Agreement's restricted payment provisions permit, among other things: (i) a general builder basket equal to fifty percent (50%) of cumulative Consolidated Net Income of the Borrower and its Restricted Subsidiaries from the first fiscal quarter of 2025 through the most recently ended fiscal quarter for which financial statements are available, plus a starter basket of $50,000,000; (ii) a general annual restricted payment basket of $25,000,000 per fiscal year; and (iii) unlimited restricted payments subject to pro forma compliance (on a pro forma basis after giving effect to such restricted payment and any related transactions) with a Total Net Leverage Ratio of not greater than 3.75 to 1.00, in each case subject to the conditions and limitations set forth in the Credit Agreement.
Section 6.03 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default:
(a) All voting rights, consent rights, management rights, and other consensual rights of the Pledgor in respect of the Pledged Equity shall, at the election of the Collateral Agent (acting at the direction of the Required Lenders (as defined in the Credit Agreement)), immediately and without further notice cease, and all such rights shall thereupon become vested solely and exclusively in the Collateral Agent. The Collateral Agent shall have the exclusive right, but not the obligation, to exercise all such voting and consent rights with respect to the Pledged Equity in its sole discretion, including the right to vote the Pledged Equity with respect to all matters submitted to a vote of shareholders or members (as applicable) of the Borrower, to give or withhold consents, to adopt or amend organizational documents, and to elect or remove directors, managers, or officers.
(b) All dividends, distributions, returns of capital, and other payments and amounts in respect of the Pledged Equity, whether in cash, securities, or other property, shall be paid directly to the Collateral Agent, and any such amounts received by the Pledgor shall be received in trust for the Collateral Agent and shall be segregated from other property of the Pledgor and shall be promptly (and in any event within two (2) Business Days) delivered to the Collateral Agent in the exact form received, together with any necessary endorsements, for application to the Secured Obligations in the order of priority set forth in the Credit Agreement.
(c) The Pledgor shall promptly execute and deliver to the Collateral Agent such proxies, voting agreements, powers of attorney, and other instruments as the Collateral Agent may request to effectuate the foregoing, and the Pledgor hereby irrevocably constitutes and appoints the Collateral Agent (and any officer or agent of the Collateral Agent) as the Pledgor's true and lawful attorney-in-fact, with full power of substitution, to exercise all voting and consent rights of the Pledgor in respect of the Pledged Equity during the continuance of an Event of Default; provided that such power of attorney shall be effective only during the continuance of an Event of Default.
ARTICLE VII — REMEDIES
Section 7.01 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders, unless otherwise specified in the Credit Agreement) may exercise any or all of the following remedies, in any order and in any combination, in each case without demand, notice, or advertisement (except as expressly required by Section 7.02 hereof or by applicable law that may not be waived):
(a) All rights and remedies available to a secured party under Article 9 of the UCC or under any other applicable law, including the right to collect, receive, appropriate, and realize upon the Collateral, and the right to enforce the security interest granted herein by any available judicial procedure or by any nonjudicial procedure authorized by applicable law.
(b) Sell, assign, transfer, or otherwise dispose of all or any part of the Pledged Equity at a public sale, at one or more private sales, or at any broker's board or securities exchange, for cash, credit, or any combination thereof, with or without having the Pledged Equity present at the place of sale, upon such terms and conditions as the Collateral Agent may determine in its sole discretion, and the Collateral Agent or any Secured Party may be the purchaser of all or any portion of the Pledged Equity at any such sale. Each purchaser at any such sale shall hold the Pledged Equity absolutely free from any claim or right of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay, or appraisal that the Pledgor now has or may hereafter have under any statute, rule, or regulation now existing or hereafter enacted.
(c) Transfer, register, or re-register the Pledged Equity into the name of the Collateral Agent or its nominee, or into the name of any purchaser at any sale described in clause (b) above.
(d) Apply the Proceeds of any such sale, collection, or other realization of the Pledged Equity to the Secured Obligations in the order of priority set forth in Section 7.04 hereof and in the Credit Agreement.
(e) Exercise all voting rights, consent rights, management rights, and other consensual rights of the Pledgor in respect of the Pledged Equity as set forth in Section 6.03 hereof.
(f) Take possession of any and all books, records, files, and documents of the Pledgor relating to the Pledged Equity.
(g) Institute proceedings in any court of competent jurisdiction for the appointment of a receiver or trustee over all or any portion of the Pledged Equity.
(h) Exercise any and all other rights and remedies available to the Collateral Agent under this Agreement, the Credit Agreement, or any other Loan Document.
The rights and remedies specified herein are cumulative and are not exclusive of any other rights or remedies that the Collateral Agent or any Secured Party may have under applicable law, in equity, or otherwise.
Section 7.02 Notice of Sale. The Collateral Agent shall give the Pledgor at least ten (10) Business Days' prior written notice of the time and place of any public sale of the Pledged Equity, or of the time after which any private sale or other disposition thereof is to be made, which notice the Pledgor hereby acknowledges and agrees shall constitute commercially reasonable notice of such sale or other disposition. The Collateral Agent shall not be obligated to make any sale of the Pledged Equity regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Without limiting the generality of the foregoing, the Collateral Agent may, without notice or demand, (a) extend the time for payment of any of the Secured Obligations, (b) compromise or settle with any debtor, obligor, or other person liable for any of the Secured Obligations, and (c) accept or release additional security for any of the Secured Obligations, in each case without thereby incurring responsibility to, or discharging or otherwise affecting the liability of, the Pledgor under this Agreement.
Section 7.03 Waiver. The Pledgor waives, to the fullest extent permitted by applicable law:
(a) notice of acceptance of this Agreement by the Collateral Agent or any Secured Party;
(b) demand, presentment, protest, and notice of nonpayment, dishonor, protest, and default;
(c) any right to require marshalling of assets or to require the Collateral Agent or any Secured Party to proceed against any other person, to exhaust any other collateral, or to pursue any particular order of enforcement;
(d) any right to a judicial hearing prior to the exercise of any right or remedy provided for herein or under applicable law, to the extent such right may be lawfully waived;
(e) any defense arising by reason of the incapacity, lack of authority, or any disability or other defense of the Borrower or any other person, or by reason of the cessation from any cause of the liability of the Borrower or any other person; and
(f) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of its obligations hereunder.
Section 7.04 Application of Proceeds. The Proceeds of any sale, collection, or other realization of the Pledged Equity, and any other amounts received by the Collateral Agent in respect of the Collateral, shall be applied in the following order of priority:
First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such sale, collection, or realization, or otherwise in connection with this Agreement, the Credit Agreement, or any other Loan Document, including the reasonable and documented fees and disbursements of counsel to the Collateral Agent, and all reasonable expenses, liabilities, and advances made or incurred by the Collateral Agent in connection therewith;
Second, to the payment of the Secured Obligations, in such order of application as the Administrative Agent or the Required Lenders may direct (or, in the absence of such direction, ratably to the Secured Parties in accordance with the respective unpaid amounts of the Secured Obligations held by each); and
Third, after the payment in full in cash of all Secured Obligations, the termination of all commitments under the Credit Agreement, and the cash collateralization or cancellation of all outstanding letters of credit, any surplus remaining shall be paid to the Pledgor or to whomsoever may be lawfully entitled thereto, as determined by a court of competent jurisdiction.
Section 7.05 Private Sale. The Pledgor acknowledges that the Pledged Equity consists of equity interests in a private company, that such equity interests are of a type that may be subject to restrictions on transfer under applicable federal and state securities laws (including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder), and that the Collateral Agent may be unable to effect a public sale of all or any portion of the Pledged Equity by reason of such restrictions or for other reasons. The Pledgor agrees that, in such circumstances, a private sale of the Pledged Equity at a price that the Collateral Agent deems commercially reasonable under the circumstances (including a sale at a discount from the appraised fair market value of the Pledged Equity) shall be deemed to be a commercially reasonable sale for purposes of Article 9 of the UCC and any other applicable law. The Pledgor further agrees that the Collateral Agent shall have no obligation to delay the sale or other disposition of the Pledged Equity in order to permit the issuer of the Pledged Equity to register the Pledged Equity for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. The Pledgor shall use its commercially reasonable efforts to cooperate with the Collateral Agent in connection with any sale or disposition of the Pledged Equity, including by making available to potential purchasers such financial information and other data concerning the Borrower as may be reasonably requested by the Collateral Agent.
Section 7.06 Collateral Agent's Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall not have any duty or obligation to exercise any right or remedy hereunder or under applicable law, to preserve, protect, or insure the Pledged Equity, or to take any action with respect thereto, beyond the safe custody of the Pledged Equity in the Collateral Agent's possession. The Collateral Agent shall exercise reasonable care in the custody and preservation of any Pledged Equity in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Equity if such Pledged Equity is accorded treatment substantially equivalent to that which the Collateral Agent accords its own property of a similar nature. The Collateral Agent shall have no liability for any decline in the market value or other value of the Pledged Equity, whether resulting from changes in market conditions, actions of the Borrower, changes in applicable law, or otherwise.
ARTICLE VIII — INTERCREDITOR PROVISIONS
Section 8.01 Intercreditor Agreement. The rights and remedies of the Collateral Agent under this Agreement are subject to and qualified by the terms and provisions of the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as trustee under the Indenture dated as of June 14, 2019, as supplemented (in respect of the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc.), and Nexford Industrial Holdings Inc. Notwithstanding any provision of this Agreement to the contrary, the exercise by the Collateral Agent of any right or remedy hereunder shall be subject to the limitations and conditions set forth in the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control to the extent of such conflict or inconsistency.
Section 8.02 Permitted Liens. For the avoidance of doubt, the security interest granted herein is subject to Permitted Liens as defined in Section 7.01 of the Credit Agreement. Nothing in this Agreement shall be construed to prohibit or restrict any lien or encumbrance on the Pledged Equity that constitutes a Permitted Lien under the Credit Agreement.
ARTICLE IX — TERMINATION AND RELEASE
Section 9.01 Termination. This Agreement and the security interest, pledge, and lien granted herein shall terminate and be of no further force or effect upon the earliest to occur of (the date of such occurrence, the "Termination Date"):
(a) the Termination Date as defined in the Credit Agreement (i.e., the date on which (i) all Secured Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (ii) all commitments of the Lenders under the Credit Agreement have been permanently terminated, and (iii) all letters of credit issued under the Credit Agreement have been cancelled, have expired, or have been cash collateralized or backstopped in a manner satisfactory to the applicable issuing bank); and
(b) a release of the Pledgor's guarantee under the Guarantee Agreement in accordance with the terms and conditions of the Credit Agreement (including by reason of a Permitted Disposition of the equity interests of the Borrower to a person that is not a Restricted Subsidiary in a transaction permitted under the Credit Agreement).
Section 9.02 Release of Pledged Equity. Upon the occurrence of the Termination Date, the Collateral Agent shall, promptly upon the written request of the Pledgor and at the Pledgor's sole cost and expense:
(a) return to the Pledgor (or to such person as the Pledgor may direct) all certificates, instruments, Stock Powers, and other documents constituting or relating to the Pledged Equity then held by the Collateral Agent;
(b) execute and deliver to the Pledgor (or cause to be filed) UCC-3 termination statements and such other instruments of release, termination, satisfaction, and discharge as the Pledgor may reasonably request to evidence the termination of the security interest created hereby and the release of the Pledged Equity from the lien hereof; and
(c) take such other actions as may be reasonably necessary or appropriate to release and terminate the security interest created hereby and to return the Pledged Equity to the Pledgor free and clear of the lien created by this Agreement.
The Pledgor shall reimburse the Collateral Agent for all reasonable and documented costs and expenses incurred by the Collateral Agent in connection with any such release or termination.
Section 9.03 Permitted Dispositions. If the Pledgor is permitted to dispose of any Pledged Equity pursuant to the terms of the Credit Agreement (including in connection with a disposition, merger, consolidation, or other transaction permitted under the negative covenants or any applicable exception thereto set forth in the Credit Agreement), the Collateral Agent shall, upon the written request of the Pledgor (which request shall certify that such disposition is permitted under the Credit Agreement and shall identify the applicable provision of the Credit Agreement authorizing such disposition), promptly release the security interest in such Pledged Equity and execute and deliver such instruments of release and termination as the Pledgor may reasonably request in connection therewith; provided that the Collateral Agent shall have received such certifications and other evidence as it may reasonably request to confirm that such disposition is permitted under the Credit Agreement and that all conditions to such release set forth in the Credit Agreement have been satisfied.
ARTICLE X — MISCELLANEOUS
Section 10.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to any party under this Agreement shall be in writing and shall be deemed given in accordance with the provisions of the Credit Agreement governing notices thereunder. For purposes of this Agreement, notices shall be directed to the parties at the following addresses (or at such other address as a party may designate by written notice to the other parties):
If to the Pledgor:
Granite Peak NIH Holdings, LLC c/o Penmark Industries 1209 Orange Street Wilmington, Delaware 19801
with a copy (which shall not constitute notice) to:
Granite Peak Capital Partners, LP 600 Steamboat Road, Suite 300 Greenwich, Connecticut 06830
Attention: Ryan Ostrowski
With a copy (which shall not constitute notice) to Borrower's Counsel:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt
If to the Collateral Agent:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
With a copy (which shall not constitute notice) to Agent's Counsel:
Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby
Section 10.02 Amendments; Waivers. This Agreement may be amended, supplemented, restated, or otherwise modified only by a written instrument duly executed by the Pledgor and the Collateral Agent. No waiver of any provision of this Agreement or consent to any departure by the Pledgor from any provision hereof shall be effective unless in writing and signed by the Collateral Agent, and any such waiver or consent shall be limited to the specific instance and purpose for which it is given. No failure or delay by the Collateral Agent in exercising any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any rights or remedies provided by law.
Section 10.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Notwithstanding the foregoing, to the extent that the perfection, the effect of perfection or non-perfection, or the priority of the security interest granted herein in the Pledged Equity is governed by the UCC as in effect in a jurisdiction other than the State of New York, the laws of such jurisdiction shall govern with respect to such perfection, effect of perfection or non-perfection, or priority.
Section 10.04 Jurisdiction; Venue. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to above, and (b) the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in any manner permitted by applicable law.
Section 10.05 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 PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 10.06 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns (including any debtor-in-possession on behalf of the Pledgor), and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, the Collateral Agent may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement to any person t

HOLDINGS PLEDGE AGREEMENT

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