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ASSIGNMENT AND ASSUMPTION AGREEMENT

Dated as of October 24, 2023

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of October 24, 2023 (the "Closing Date"), by and between:

PINNACLE METAL FABRICATORS LLC, an Indiana limited liability company (the "Assignor" or "Pinnacle"), with its principal office located at 1127 Industrial Parkway, Hammond, Indiana 46320;

and

NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Assignee" or "Nexford"), with its principal office located at 4200 West Lake Shore Drive, Suite 800, Chicago, Illinois 60604.

Assignor and Assignee are each sometimes referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Nexford Industrial Holdings Inc. (as Buyer), Pinnacle Metal Fabricators LLC, and Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp (collectively, as Sellers) are parties to that certain Asset Purchase Agreement, dated September 5, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "APA"), pursuant to which Buyer agreed to acquire substantially all of the assets of Pinnacle upon the terms and subject to the conditions set forth therein (the "Acquisition");

WHEREAS, the APA provides that, at the Closing (as defined in the APA), Assignor shall assign to Assignee, and Assignee shall assume from Assignor, the Assumed Contracts and the Assumed Liabilities (each as defined in the APA), in each case upon the terms and subject to the conditions set forth in the APA;

WHEREAS, this Agreement is being executed and delivered as a closing deliverable pursuant to Section 7.2(a)(vi) of the APA to effectuate such assignment and assumption as contemplated therein; and

WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the APA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "APA" means that certain Asset Purchase Agreement, dated September 5, 2023, by and among Assignee (as Buyer), Assignor, and the Members named therein (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(b) "Assumed Contracts" means those contracts, agreements, leases, licenses, purchase orders, commitments, and other instruments as defined in the APA and as more particularly set forth on Exhibit A attached hereto and incorporated herein by this reference, including, without limitation:

(i) that certain Facility Lease (the "Facility Lease") for the premises located at 1127 Industrial Parkway, Hammond, Indiana 46320, by and between Lakeshore Realty Partners LLC, an Indiana limited liability company (as Landlord), and Pinnacle Metal Fabricators LLC (as Tenant), dated as of January 1, 2019, providing for a ten (10)-year term expiring on December 31, 2028, with a base rent of Sixteen Dollars and Fifty Cents ($16.50) per square foot per year for the approximately 48,000 square foot fabrication facility (resulting in aggregate annual base rent of Seven Hundred Ninety-Two Thousand Dollars ($792,000), or Sixty-Six Thousand Dollars ($66,000) per month), on a triple net (NNN) basis;

(ii) that certain Master Supply Agreement (the "Ironclad MSA"), dated as of July 1, 2022, by and between Pinnacle Metal Fabricators LLC and Ironclad Bridge & Infrastructure Co., an Ohio corporation ("Ironclad"), pursuant to which Pinnacle provides custom metal fabrication of structural steel and aluminum components for infrastructure projects, Ironclad being Pinnacle's largest customer, representing approximately twenty-eight percent (28%) of Pinnacle's last-twelve-months ("LTM") revenue, with a three (3)-year term expiring in June 2025;

(iii) that certain Supply Agreement (the "Calumet Supply Agreement"), dated as of April 1, 2023, by and between Pinnacle Metal Fabricators LLC and Calumet Steel Distributors Inc., an Indiana corporation ("Calumet Steel"), pursuant to which Calumet Steel serves as Pinnacle's primary raw material supplier with an annual volume commitment of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000), with a two (2)-year term expiring in March 2025; and

(iv) all other contracts, agreements, purchase orders, and commitments identified on the schedules to the APA as Assumed Contracts, including customer contracts comprising the customer backlog of approximately Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the date of the APA.

(c) "Assumed Liabilities" means those liabilities and obligations as defined in Section 2.3 of the APA that Assignee has agreed to assume as part of the Acquisition, including, without limitation:

(i) trade accounts payable incurred in the ordinary course of Pinnacle's business as conducted prior to the Closing Date, estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date;

(ii) accrued employee vacation obligations for the retained workforce, estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date; and

(iii) all obligations and liabilities arising under the Assumed Contracts to the extent such obligations and liabilities arise from and after the Closing Date.

(d) "Excluded Liabilities" means all liabilities, obligations, debts, claims, demands, costs, expenses, and other commitments of Assignor of every kind and nature whatsoever, whether known or unknown, accrued or contingent, absolute or otherwise, other than the Assumed Liabilities, as more fully defined in Section 2.4 of the APA. For the avoidance of doubt, the Excluded Liabilities shall include all liabilities and obligations expressly excluded from the definition of Assumed Liabilities in the APA.

Section 1.2 — Incorporation of APA Definitions. All capitalized terms used in this Agreement that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA. The rules of construction and interpretation set forth in the APA shall apply to this Agreement, mutatis mutandis.

ARTICLE II — ASSIGNMENT

Section 2.1 — Assignment of Assumed Contracts. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts listed on Exhibit A attached hereto, together with all rights, benefits, privileges, and remedies of Assignor arising under, in connection with, or relating to such Assumed Contracts, including, without limitation, any and all rights to receive payments, enforce performance, and exercise any options, renewals, or extensions thereunder. Such assignment shall be effective for all purposes as of the Closing Date and shall include all of Assignor's rights to any deposits, prepayments, credits, and other amounts receivable under the Assumed Contracts, in each case to the extent arising from and after the Closing Date and to the extent constituting Acquired Assets under the APA.

Section 2.2 — Assignment of Assumed Liabilities. Effective as of the Closing Date, Assignor hereby assigns, transfers, and delegates to Assignee all Assumed Liabilities, including, without limitation, (a) the trade accounts payable incurred in the ordinary course of Pinnacle's business estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date, and (b) the accrued employee vacation obligations estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date, in each case as more fully described in Section 1.1(c) of this Agreement and in the APA. The actual amounts of such trade payables and accrued vacation obligations shall be finally determined in accordance with the working capital adjustment provisions set forth in Section 3.3 of the APA.

Section 2.3 — Required Consents. To the extent that the assignment of any Assumed Contract pursuant to this Agreement requires the consent, approval, waiver, or authorization of any third party that has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment of, or an attempt to assign, such Assumed Contract to the extent that such assignment, without such consent, approval, waiver, or authorization, would constitute a breach or violation thereof or would adversely affect the rights of Assignor or Assignee thereunder. Without limiting the foregoing, the Parties acknowledge that the Ironclad MSA contains a consent-to-assignment provision requiring the prior written consent of Ironclad Bridge & Infrastructure Co. to any assignment of such agreement, and that the Facility Lease contains a requirement for landlord consent from Lakeshore Realty Partners LLC. The treatment of any such contract requiring but not having received the requisite third-party consent shall be governed by Section 2.6 of the APA, the terms of which are incorporated herein by this reference.

Assignor shall use commercially reasonable efforts to obtain, as promptly as practicable following the Closing Date, any required consent with respect to any Assumed Contract that is subject to the provisions of this Section 2.3. Pending receipt of any such required consent, the Parties shall cooperate in good faith in any reasonable and lawful arrangement designed to provide Assignee with the economic and operational benefits and obligations of such Assumed Contract, including, without limitation, through subcontracting, sublicensing, or agency arrangements, in each case at no additional cost to Assignee (other than the costs and obligations that Assignee would have borne had such consent been obtained). Upon receipt of any such required consent, the assignment of the applicable Assumed Contract shall automatically become effective without further action by either Party, and, to the extent necessary, the Parties shall execute and deliver such additional instruments of assignment and assumption as may be reasonably required to evidence such assignment.

ARTICLE III — ASSUMPTION

Section 3.1 — Assumption of Assumed Contracts. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, and discharge, timely and in full, all obligations, duties, covenants, and liabilities of Assignor arising under the Assumed Contracts to the extent such obligations, duties, covenants, and liabilities arise from and after the Closing Date, in accordance with the terms and conditions of the respective Assumed Contracts. Without limiting the generality of the foregoing, Assignee assumes and agrees to perform all of Assignor's obligations under the Facility Lease (including, without limitation, the payment of base rent of Sixty-Six Thousand Dollars ($66,000) per month and all additional rent, taxes, insurance, and common area maintenance charges payable thereunder), the Ironclad MSA, the Calumet Supply Agreement, and all other Assumed Contracts listed on Exhibit A hereto, in each case to the extent such obligations arise from and after the Closing Date.

Section 3.2 — Assumption of Assumed Liabilities. Effective as of the Closing Date, Assignee hereby assumes and agrees to pay, perform, and discharge, in accordance with their respective terms and when due, all Assumed Liabilities, including, without limitation:

(a) trade accounts payable incurred in the ordinary course of business of Pinnacle as conducted prior to the Closing Date, estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date, all of which shall be paid by Assignee in the ordinary course of business and in accordance with their respective terms;

(b) accrued employee vacation obligations for the retained workforce estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date, representing vacation benefits accrued by the seventy-one (71) employees of Pinnacle who are being retained by Nexford in connection with the Acquisition (of the seventy-four (74) total employees of Pinnacle as of the Closing Date), which obligations shall be honored by Assignee in accordance with Pinnacle's existing vacation policies or Assignee's comparable policies, as applicable; and

(c) all other obligations and liabilities arising under the Assumed Contracts listed on Exhibit A hereto, in each case to the extent that such obligations and liabilities arise from and after the Closing Date.

The actual amounts of the trade payables and accrued vacation obligations described in clauses (a) and (b) above are estimates as of the Closing Date and shall be subject to final determination in accordance with the working capital adjustment procedures set forth in Section 3.3 of the APA.

Section 3.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not assume and shall not be deemed to have assumed, and Assignor and its Members (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp) shall retain and remain solely responsible for, all Excluded Liabilities as defined in Section 2.4 of the APA. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, among other things, (i) any liabilities or obligations of Assignor arising under the Assumed Contracts to the extent relating to periods prior to the Closing Date (except to the extent expressly included in the Assumed Liabilities), (ii) any liabilities for Taxes of Assignor or its Members, (iii) any liabilities arising out of or relating to any Excluded Assets, (iv) any environmental liabilities to the extent arising from conditions existing prior to the Closing Date, and (v) all other liabilities and obligations described as Excluded Liabilities in the APA. Nothing in this Agreement shall be construed to expand the scope of the Assumed Liabilities beyond those expressly set forth in the APA.

ARTICLE IV — RELATIONSHIP TO THE APA

Section 4.1 — Subject to APA. This Agreement is delivered pursuant to, and is subject in all respects to, the terms and conditions of the APA. Nothing contained in this Agreement shall be deemed to supersede, modify, enlarge, diminish, or otherwise affect any of the representations, warranties, covenants, agreements, indemnification obligations, conditions, or other provisions of the APA, all of which shall survive the execution and delivery of this Agreement in accordance with their respective terms as set forth in the APA. The representations, warranties, covenants, and indemnification provisions set forth in the APA are not merged into or superseded by this Agreement. This Agreement is intended solely to effectuate the assignment and assumption contemplated by the APA and shall not be construed as an independent source of rights or obligations except to the extent necessary to give effect to such assignment and assumption.

Section 4.2 — Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control, govern, and prevail in all respects, and the provisions of this Agreement shall be interpreted and construed in a manner consistent with the APA to the fullest extent possible.

Section 4.3 — No Third-Party Beneficiaries. Except as may be expressly provided in the APA (including, without limitation, the rights of any Indemnified Parties thereunder), this Agreement is not intended to and does not create any rights, claims, causes of action, or benefits in or on behalf of any person or entity other than the Parties hereto and their respective successors and permitted assigns. No third party shall be entitled to rely upon or enforce any provision of this Agreement. Nothing in this Agreement, express or implied, shall confer upon any counterparty to any Assumed Contract any right, remedy, or claim under or by reason of this Agreement beyond those rights, remedies, and claims that such counterparty may have under the applicable Assumed Contract.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Assignor's Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the Closing Date as follows:

(a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana and has all requisite limited liability company power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

(b) Authority. Assignor has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary limited liability company action on the part of Assignor, including the requisite approval of Assignor's members, and no other proceedings on the part of Assignor are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor 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 (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) Completeness of Exhibit A. Exhibit A attached hereto sets forth a true, correct, and complete list of all Assumed Contracts being assigned to Assignee hereunder as contemplated by the APA. No Assumed Contract (as defined in the APA) has been intentionally omitted from Exhibit A.

Section 5.2 — Assignee's Representations and Warranties. Assignee hereby represents and warrants to Assignor as of the Closing Date as follows:

(a) Organization and Good Standing. Assignee is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.

(b) Authority. Assignee has full corporate power and authority to execute and deliver this Agreement, to assume the Assumed Contracts and Assumed Liabilities, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee, including any required approval by Assignee's board of directors, and no other proceedings on the part of Assignee are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee 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 (regardless of whether enforcement is sought in a proceeding at law or in equity).

ARTICLE VI — MISCELLANEOUS

Section 6.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court.

Section 6.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder to any wholly owned subsidiary of Assignee or to any successor in interest to all or substantially all of Assignee's business or assets, in each case without the prior consent of Assignor; provided that no such assignment shall relieve Assignee of its obligations hereunder.

Section 6.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature, nor shall any such waiver constitute a continuing waiver.

Section 6.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic mail in portable document format (PDF) or by any other electronic transmission method shall be deemed original signatures for all purposes and shall be sufficient to bind the Parties hereto.

Section 6.5 — Entire Agreement. Together with the APA and the other documents, agreements, certificates, and instruments delivered in connection therewith (including the Bill of Sale, the intellectual Property Assignment Agreement, and the Non-Competition Agreements, each as defined in the APA), this Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.

Section 6.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, void, illegal, or unenforceable.

Section 6.7 — Further Assurances. Each Party shall, from time to time following the Closing Date, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances and take or cause to be taken such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the assignments and assumptions contemplated hereby, including, without limitation, the execution of any separate instruments of assignment or assumption that may be required by any counterparty to an Assumed Contract or by any governmental authority. Assignor agrees to promptly forward to Assignee any payments, correspondence, notices, or other communications received by Assignor after the Closing Date that relate to the Assumed Contracts or the Assumed Liabilities.

Section 6.8 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with Section 11.1 of the APA, to the respective addresses set forth therein, or to such other address as a Party may designate by written notice given in accordance therewith:

If to Assignor:

Pinnacle Metal Fabricators LLC 1127 Industrial Parkway Hammond, Indiana 46320

Attention: Gerald T. Brennan, Managing Member

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

Halverson Burke & Crane LLP 350 North Meridian Street, Suite 1400 Indianapolis, Indiana 46204

Attention: Thomas A. Gilroy

If to Assignee:

Nexford Industrial Holdings Inc. 4200 West Lake Shore Drive, Suite 800 Chicago, Illinois 60604

Attention: Philip M. Stanhope, General Counsel

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

Calderwood & Harkness LLP 120 South LaSalle Street, Suite 4500 Chicago, Illinois 60603

Attention: Oliver Mackenzie

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption Agreement to be executed and delivered as of the date first written above.

ASSIGNOR:

PINNACLE METAL FABRICATORS LLC

By: ________

Name: Gerald T. Brennan

Title: Managing Member

Date: October 24, 2023

ASSIGNEE:

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Marcus R. Haverford

Title: Chief Executive Officer

Date: October 24, 2023

EXHIBIT A

SCHEDULE OF ASSUMED CONTRACTS

The following is a complete list of the Assumed Contracts assigned by Assignor to Assignee and assumed by Assignee pursuant to the Assignment and Assumption Agreement to which this Exhibit A is attached, effective as of October 24, 2023:

1. Facility Lease

2. Master Supply Agreement — Ironclad Bridge & Infrastructure Co.

3. Supply Agreement — Calumet Steel Distributors Inc.

4. Other Assumed Contracts

In addition to the contracts listed in Items 1 through 3 above, the following contracts, purchase orders, agreements, and commitments, each as identified on Schedule 2.1(a) to the APA and designated therein as Assumed Contracts, are hereby assigned to and assumed by Assignee:

(a) All customer contracts and open purchase orders comprising the customer backlog of approximately Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the APA signing date of September 5, 2023, as set forth on Schedule 2.1(a)(iv) to the APA, including, without limitation, contracts with the following customers:

(i) Great Lakes Municipal Authority — Contract No. PMF-2023-0412, dated March 15, 2023 (structural fabrication for water treatment facility expansion; contract value of approximately $1,450,000);

(ii) TransMidwest Rail Services Corp. — Purchase Order Nos. PMF-PO-8810 through PMF-PO-8817, various dates (rail infrastructure components; aggregate remaining value of approximately $890,000);

(iii) Keystone Power Generation LLC — Contract No. PMF-2023-0389, dated February 1, 2023 (custom fabrication of boiler support structures; contract value of approximately $2,100,000);

(iv) Indiana Department of Transportation — Contract No. INDOT-SF-2023-0091, dated April 22, 2023 (bridge rehabilitation structural components; contract value of approximately $760,000); and

(v) all other customer contracts and purchase orders listed on Schedule 2.1(a)(iv) to the APA.

(b) Equipment maintenance and service agreements, including:

(i) Service Agreement with Midwest CNC Solutions Inc., dated September 1, 2021 (preventive maintenance and repair services for CNC plasma cutting and machining equipment; annual service fee of approximately $84,000); and

(ii) Service Agreement with Hobart Welding Systems, dated January 15, 2022 (maintenance and calibration of welding equipment; annual service fee of approximately $36,000).

(d) All other contracts, agreements, and commitments listed on Schedule 2.1(a) to the APA and not otherwise specifically enumerated herein.

EXHIBIT B

SCHEDULE OF ASSUMED LIABILITIES

The following is a summary of the Assumed Liabilities assumed by Assignee pursuant to the Assignment and Assumption Agreement to which this Exhibit B is attached, effective as of October 24, 2023. All amounts set forth below are estimates as of the Closing Date and are subject to final determination in accordance with the working capital adjustment provisions of Section 3.3 of the APA. This Exhibit B is provided for convenience of reference only and is qualified in its entirety by the definition of "Assumed Liabilities" set forth in Section 2.3 of the APA.

Total Estimated Assumed Liabilities (quantifiable as of Closing Date): $1,286,000

The foregoing amounts are estimates based on Pinnacle's books and records as of the Closing Date. Final amounts will be determined through the post-closing working capital adjustment process set forth in Section 3.3 of the APA, including review by the Independent Accountant (as defined therein), if applicable. Post-closing contract obligations are ongoing in nature and are not included in the total estimated amount set forth above.

[End of Exhibit B]

Item	Detail
Parties	Lakeshore Realty Partners LLC, an Indiana limited liability company (as Landlord), and Pinnacle Metal Fabricators LLC, an Indiana limited liability company (as Tenant)
Date of Agreement	January 1, 2019
Property	1127 Industrial Parkway, Hammond, Indiana 46320 — consisting of an approximately 48,000 square foot fabrication and manufacturing facility, together with associated parking, loading dock, and yard areas
Term	Ten (10)-year term commencing January 1, 2019, and expiring December 31, 2028
Base Rent	$16.50 per square foot per year ($792,000 annually; $66,000 monthly)
Lease Type	Triple Net (NNN) — Tenant responsible for real property taxes, insurance, and common area maintenance
Renewal Options	Two (2) successive five (5)-year renewal options
Consent to Assignment	Required; consent obtained from Lakeshore Realty Partners LLC on October 18, 2023
Item	Detail
Parties	Pinnacle Metal Fabricators LLC, an Indiana limited liability company, and Ironclad Bridge & Infrastructure Co., an Ohio corporation
Date of Agreement	July 1, 2022
Description	Master supply agreement for the custom metal fabrication of structural steel and aluminum components for infrastructure projects, including bridge components, highway structural elements, and related assemblies
Revenue Significance	Ironclad is Pinnacle's largest customer, representing approximately 28% of Pinnacle's last-twelve-months (LTM) revenue
Term	Three (3)-year term commencing July 1, 2022, and expiring June 30, 2025
Pricing	Per-unit pricing subject to quarterly steel index adjustment mechanism
Volume Commitment	Minimum annual order volume of $3,200,000
Consent to Assignment	Required pursuant to Section 14.2 of the Ironclad MSA; consent requested on September 12, 2023 — consent pending as of the Closing Date; subject to the provisions of Section 2.3 of the Agreement
Item	Detail
Parties	Pinnacle Metal Fabricators LLC, an Indiana limited liability company, and Calumet Steel Distributors Inc., an Indiana corporation
Date of Agreement	April 1, 2023
Description	Primary raw material supply agreement for hot-rolled and cold-rolled steel, structural steel shapes, aluminum plate and sheet, and related metal products required for Pinnacle's fabrication operations
Annual Volume Commitment	Approximately $4,800,000 per year
Term	Two (2)-year term commencing April 1, 2023, and expiring March 31, 2025
Pricing	Market-based pricing with quarterly price adjustments tied to published mill pricing indices, plus agreed-upon processing and delivery surcharges

Consent to Assignment	Required; consent obtained from Calumet Steel Distributors Inc. on October 10, 2023
Category	Estimated Amount (as of Closing Date)	Description
Trade Accounts Payable	$1,100,000	Trade payables incurred by Pinnacle in the ordinary course of its business operations prior to the Closing Date, including amounts owed to vendors, suppliers (including Calumet Steel Distributors Inc.), subcontractors, and service providers, all of which are payable in accordance with their respective terms (generally net 30 to net 45 days).
Accrued Employee Vacation Obligations	$186,000	Accrued and unused vacation benefits earned by the seventy-one (71) employees of Pinnacle (of seventy-four (74) total employees as of the Closing Date) who are being retained by Nexford in connection with the Acquisition. Vacation obligations calculated in accordance with Pinnacle's existing employee vacation policy, as disclosed in Schedule 4.16(a) to the APA.
Post-Closing Contract Obligations	Per contract terms	All obligations, duties, covenants, and liabilities arising under the Assumed Contracts listed on Exhibit A hereto to the extent such obligations arise from and after the Closing Date, including rent payments under the Facility Lease, performance obligations under the Ironclad MSA and Calumet Supply Agreement, and fulfillment of customer contracts and open purchase orders.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of October 24, 2023
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of October 24, 2023 (the "Closing Date"), by and between:
PINNACLE METAL FABRICATORS LLC, an Indiana limited liability company (the "Assignor" or "Pinnacle"), with its principal office located at 1127 Industrial Parkway, Hammond, Indiana 46320;
and
NEXFORD INDUSTRIAL HOLDINGS INC., a Delaware corporation (the "Assignee" or "Nexford"), with its principal office located at 4200 West Lake Shore Drive, Suite 800, Chicago, Illinois 60604.
Assignor and Assignee are each sometimes referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Nexford Industrial Holdings Inc. (as Buyer), Pinnacle Metal Fabricators LLC, and Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp (collectively, as Sellers) are parties to that certain Asset Purchase Agreement, dated September 5, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "APA"), pursuant to which Buyer agreed to acquire substantially all of the assets of Pinnacle upon the terms and subject to the conditions set forth therein (the "Acquisition");
WHEREAS, the APA provides that, at the Closing (as defined in the APA), Assignor shall assign to Assignee, and Assignee shall assume from Assignor, the Assumed Contracts and the Assumed Liabilities (each as defined in the APA), in each case upon the terms and subject to the conditions set forth in the APA;
WHEREAS, this Agreement is being executed and delivered as a closing deliverable pursuant to Section 7.2(a)(vi) of the APA to effectuate such assignment and assumption as contemplated therein; and
WHEREAS, capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the APA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "APA" means that certain Asset Purchase Agreement, dated September 5, 2023, by and among Assignee (as Buyer), Assignor, and the Members named therein (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
(b) "Assumed Contracts" means those contracts, agreements, leases, licenses, purchase orders, commitments, and other instruments as defined in the APA and as more particularly set forth on Exhibit A attached hereto and incorporated herein by this reference, including, without limitation:
(i) that certain Facility Lease (the "Facility Lease") for the premises located at 1127 Industrial Parkway, Hammond, Indiana 46320, by and between Lakeshore Realty Partners LLC, an Indiana limited liability company (as Landlord), and Pinnacle Metal Fabricators LLC (as Tenant), dated as of January 1, 2019, providing for a ten (10)-year term expiring on December 31, 2028, with a base rent of Sixteen Dollars and Fifty Cents ($16.50) per square foot per year for the approximately 48,000 square foot fabrication facility (resulting in aggregate annual base rent of Seven Hundred Ninety-Two Thousand Dollars ($792,000), or Sixty-Six Thousand Dollars ($66,000) per month), on a triple net (NNN) basis;
(ii) that certain Master Supply Agreement (the "Ironclad MSA"), dated as of July 1, 2022, by and between Pinnacle Metal Fabricators LLC and Ironclad Bridge & Infrastructure Co., an Ohio corporation ("Ironclad"), pursuant to which Pinnacle provides custom metal fabrication of structural steel and aluminum components for infrastructure projects, Ironclad being Pinnacle's largest customer, representing approximately twenty-eight percent (28%) of Pinnacle's last-twelve-months ("LTM") revenue, with a three (3)-year term expiring in June 2025;
(iii) that certain Supply Agreement (the "Calumet Supply Agreement"), dated as of April 1, 2023, by and between Pinnacle Metal Fabricators LLC and Calumet Steel Distributors Inc., an Indiana corporation ("Calumet Steel"), pursuant to which Calumet Steel serves as Pinnacle's primary raw material supplier with an annual volume commitment of approximately Four Million Eight Hundred Thousand Dollars ($4,800,000), with a two (2)-year term expiring in March 2025; and
(iv) all other contracts, agreements, purchase orders, and commitments identified on the schedules to the APA as Assumed Contracts, including customer contracts comprising the customer backlog of approximately Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the date of the APA.
(c) "Assumed Liabilities" means those liabilities and obligations as defined in Section 2.3 of the APA that Assignee has agreed to assume as part of the Acquisition, including, without limitation:
(i) trade accounts payable incurred in the ordinary course of Pinnacle's business as conducted prior to the Closing Date, estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date;
(ii) accrued employee vacation obligations for the retained workforce, estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date; and
(iii) all obligations and liabilities arising under the Assumed Contracts to the extent such obligations and liabilities arise from and after the Closing Date.
(d) "Excluded Liabilities" means all liabilities, obligations, debts, claims, demands, costs, expenses, and other commitments of Assignor of every kind and nature whatsoever, whether known or unknown, accrued or contingent, absolute or otherwise, other than the Assumed Liabilities, as more fully defined in Section 2.4 of the APA. For the avoidance of doubt, the Excluded Liabilities shall include all liabilities and obligations expressly excluded from the definition of Assumed Liabilities in the APA.
Section 1.2 — Incorporation of APA Definitions. All capitalized terms used in this Agreement that are not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA. The rules of construction and interpretation set forth in the APA shall apply to this Agreement, mutatis mutandis.
ARTICLE II — ASSIGNMENT
Section 2.1 — Assignment of Assumed Contracts. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts listed on Exhibit A attached hereto, together with all rights, benefits, privileges, and remedies of Assignor arising under, in connection with, or relating to such Assumed Contracts, including, without limitation, any and all rights to receive payments, enforce performance, and exercise any options, renewals, or extensions thereunder. Such assignment shall be effective for all purposes as of the Closing Date and shall include all of Assignor's rights to any deposits, prepayments, credits, and other amounts receivable under the Assumed Contracts, in each case to the extent arising from and after the Closing Date and to the extent constituting Acquired Assets under the APA.
Section 2.2 — Assignment of Assumed Liabilities. Effective as of the Closing Date, Assignor hereby assigns, transfers, and delegates to Assignee all Assumed Liabilities, including, without limitation, (a) the trade accounts payable incurred in the ordinary course of Pinnacle's business estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date, and (b) the accrued employee vacation obligations estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date, in each case as more fully described in Section 1.1(c) of this Agreement and in the APA. The actual amounts of such trade payables and accrued vacation obligations shall be finally determined in accordance with the working capital adjustment provisions set forth in Section 3.3 of the APA.
Section 2.3 — Required Consents. To the extent that the assignment of any Assumed Contract pursuant to this Agreement requires the consent, approval, waiver, or authorization of any third party that has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment of, or an attempt to assign, such Assumed Contract to the extent that such assignment, without such consent, approval, waiver, or authorization, would constitute a breach or violation thereof or would adversely affect the rights of Assignor or Assignee thereunder. Without limiting the foregoing, the Parties acknowledge that the Ironclad MSA contains a consent-to-assignment provision requiring the prior written consent of Ironclad Bridge & Infrastructure Co. to any assignment of such agreement, and that the Facility Lease contains a requirement for landlord consent from Lakeshore Realty Partners LLC. The treatment of any such contract requiring but not having received the requisite third-party consent shall be governed by Section 2.6 of the APA, the terms of which are incorporated herein by this reference.
Assignor shall use commercially reasonable efforts to obtain, as promptly as practicable following the Closing Date, any required consent with respect to any Assumed Contract that is subject to the provisions of this Section 2.3. Pending receipt of any such required consent, the Parties shall cooperate in good faith in any reasonable and lawful arrangement designed to provide Assignee with the economic and operational benefits and obligations of such Assumed Contract, including, without limitation, through subcontracting, sublicensing, or agency arrangements, in each case at no additional cost to Assignee (other than the costs and obligations that Assignee would have borne had such consent been obtained). Upon receipt of any such required consent, the assignment of the applicable Assumed Contract shall automatically become effective without further action by either Party, and, to the extent necessary, the Parties shall execute and deliver such additional instruments of assignment and assumption as may be reasonably required to evidence such assignment.
ARTICLE III — ASSUMPTION
Section 3.1 — Assumption of Assumed Contracts. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, and discharge, timely and in full, all obligations, duties, covenants, and liabilities of Assignor arising under the Assumed Contracts to the extent such obligations, duties, covenants, and liabilities arise from and after the Closing Date, in accordance with the terms and conditions of the respective Assumed Contracts. Without limiting the generality of the foregoing, Assignee assumes and agrees to perform all of Assignor's obligations under the Facility Lease (including, without limitation, the payment of base rent of Sixty-Six Thousand Dollars ($66,000) per month and all additional rent, taxes, insurance, and common area maintenance charges payable thereunder), the Ironclad MSA, the Calumet Supply Agreement, and all other Assumed Contracts listed on Exhibit A hereto, in each case to the extent such obligations arise from and after the Closing Date.
Section 3.2 — Assumption of Assumed Liabilities. Effective as of the Closing Date, Assignee hereby assumes and agrees to pay, perform, and discharge, in accordance with their respective terms and when due, all Assumed Liabilities, including, without limitation:
(a) trade accounts payable incurred in the ordinary course of business of Pinnacle as conducted prior to the Closing Date, estimated at approximately One Million One Hundred Thousand Dollars ($1,100,000) as of the Closing Date, all of which shall be paid by Assignee in the ordinary course of business and in accordance with their respective terms;
(b) accrued employee vacation obligations for the retained workforce estimated at approximately One Hundred Eighty-Six Thousand Dollars ($186,000) as of the Closing Date, representing vacation benefits accrued by the seventy-one (71) employees of Pinnacle who are being retained by Nexford in connection with the Acquisition (of the seventy-four (74) total employees of Pinnacle as of the Closing Date), which obligations shall be honored by Assignee in accordance with Pinnacle's existing vacation policies or Assignee's comparable policies, as applicable; and
(c) all other obligations and liabilities arising under the Assumed Contracts listed on Exhibit A hereto, in each case to the extent that such obligations and liabilities arise from and after the Closing Date.
The actual amounts of the trade payables and accrued vacation obligations described in clauses (a) and (b) above are estimates as of the Closing Date and shall be subject to final determination in accordance with the working capital adjustment procedures set forth in Section 3.3 of the APA.
Section 3.3 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not assume and shall not be deemed to have assumed, and Assignor and its Members (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp) shall retain and remain solely responsible for, all Excluded Liabilities as defined in Section 2.4 of the APA. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, among other things, (i) any liabilities or obligations of Assignor arising under the Assumed Contracts to the extent relating to periods prior to the Closing Date (except to the extent expressly included in the Assumed Liabilities), (ii) any liabilities for Taxes of Assignor or its Members, (iii) any liabilities arising out of or relating to any Excluded Assets, (iv) any environmental liabilities to the extent arising from conditions existing prior to the Closing Date, and (v) all other liabilities and obligations described as Excluded Liabilities in the APA. Nothing in this Agreement shall be construed to expand the scope of the Assumed Liabilities beyond those expressly set forth in the APA.
ARTICLE IV — RELATIONSHIP TO THE APA
Section 4.1 — Subject to APA. This Agreement is delivered pursuant to, and is subject in all respects to, the terms and conditions of the APA. Nothing contained in this Agreement shall be deemed to supersede, modify, enlarge, diminish, or otherwise affect any of the representations, warranties, covenants, agreements, indemnification obligations, conditions, or other provisions of the APA, all of which shall survive the execution and delivery of this Agreement in accordance with their respective terms as set forth in the APA. The representations, warranties, covenants, and indemnification provisions set forth in the APA are not merged into or superseded by this Agreement. This Agreement is intended solely to effectuate the assignment and assumption contemplated by the APA and shall not be construed as an independent source of rights or obligations except to the extent necessary to give effect to such assignment and assumption.
Section 4.2 — Conflict. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control, govern, and prevail in all respects, and the provisions of this Agreement shall be interpreted and construed in a manner consistent with the APA to the fullest extent possible.
Section 4.3 — No Third-Party Beneficiaries. Except as may be expressly provided in the APA (including, without limitation, the rights of any Indemnified Parties thereunder), this Agreement is not intended to and does not create any rights, claims, causes of action, or benefits in or on behalf of any person or entity other than the Parties hereto and their respective successors and permitted assigns. No third party shall be entitled to rely upon or enforce any provision of this Agreement. Nothing in this Agreement, express or implied, shall confer upon any counterparty to any Assumed Contract any right, remedy, or claim under or by reason of this Agreement beyond those rights, remedies, and claims that such counterparty may have under the applicable Assumed Contract.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.1 — Assignor's Representations and Warranties. Assignor hereby represents and warrants to Assignee as of the Closing Date as follows:
(a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana and has all requisite limited liability company power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
(b) Authority. Assignor has full limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary limited liability company action on the part of Assignor, including the requisite approval of Assignor's members, and no other proceedings on the part of Assignor are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Assignor and constitutes a legal, valid, and binding obligation of Assignor, enforceable against Assignor 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 (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) Completeness of Exhibit A. Exhibit A attached hereto sets forth a true, correct, and complete list of all Assumed Contracts being assigned to Assignee hereunder as contemplated by the APA. No Assumed Contract (as defined in the APA) has been intentionally omitted from Exhibit A.
Section 5.2 — Assignee's Representations and Warranties. Assignee hereby represents and warrants to Assignor as of the Closing Date as follows:
(a) Organization and Good Standing. Assignee is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as presently conducted.
(b) Authority. Assignee has full corporate power and authority to execute and deliver this Agreement, to assume the Assumed Contracts and Assumed Liabilities, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee, including any required approval by Assignee's board of directors, and no other proceedings on the part of Assignee are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid, and binding obligation of Assignee, enforceable against Assignee 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 (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE VI — MISCELLANEOUS
Section 6.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court.
Section 6.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder to any wholly owned subsidiary of Assignee or to any successor in interest to all or substantially all of Assignee's business or assets, in each case without the prior consent of Assignor; provided that no such assignment shall relieve Assignee of its obligations hereunder.
Section 6.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature, nor shall any such waiver constitute a continuing waiver.
Section 6.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by electronic mail in portable document format (PDF) or by any other electronic transmission method shall be deemed original signatures for all purposes and shall be sufficient to bind the Parties hereto.
Section 6.5 — Entire Agreement. Together with the APA and the other documents, agreements, certificates, and instruments delivered in connection therewith (including the Bill of Sale, the intellectual Property Assignment Agreement, and the Non-Competition Agreements, each as defined in the APA), this Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.
Section 6.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, void, illegal, or unenforceable.
Section 6.7 — Further Assurances. Each Party shall, from time to time following the Closing Date, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances and take or cause to be taken such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to effectuate the assignments and assumptions contemplated hereby, including, without limitation, the execution of any separate instruments of assignment or assumption that may be required by any counterparty to an Assumed Contract or by any governmental authority. Assignor agrees to promptly forward to Assignee any payments, correspondence, notices, or other communications received by Assignor after the Closing Date that relate to the Assumed Contracts or the Assumed Liabilities.
Section 6.8 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with Section 11.1 of the APA, to the respective addresses set forth therein, or to such other address as a Party may designate by written notice given in accordance therewith:
If to Assignor:
Pinnacle Metal Fabricators LLC 1127 Industrial Parkway Hammond, Indiana 46320
Attention: Gerald T. Brennan, Managing Member
with a copy (which shall not constitute notice) to:
Halverson Burke & Crane LLP 350 North Meridian Street, Suite 1400 Indianapolis, Indiana 46204
Attention: Thomas A. Gilroy
If to Assignee:
Nexford Industrial Holdings Inc. 4200 West Lake Shore Drive, Suite 800 Chicago, Illinois 60604
Attention: Philip M. Stanhope, General Counsel
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 120 South LaSalle Street, Suite 4500 Chicago, Illinois 60603
Attention: Oliver Mackenzie
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and Assumption Agreement to be executed and delivered as of the date first written above.
ASSIGNOR:
PINNACLE METAL FABRICATORS LLC
By: ________
Name: Gerald T. Brennan
Title: Managing Member
Date: October 24, 2023
ASSIGNEE:
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Marcus R. Haverford
Title: Chief Executive Officer
Date: October 24, 2023
EXHIBIT A
SCHEDULE OF ASSUMED CONTRACTS
The following is a complete list of the Assumed Contracts assigned by Assignor to Assignee and assumed by Assignee pursuant to the Assignment and Assumption Agreement to which this Exhibit A is attached, effective as of October 24, 2023:
1. Facility Lease
2. Master Supply Agreement — Ironclad Bridge & Infrastructure Co.
3. Supply Agreement — Calumet Steel Distributors Inc.
4. Other Assumed Contracts
In addition to the contracts listed in Items 1 through 3 above, the following contracts, purchase orders, agreements, and commitments, each as identified on Schedule 2.1(a) to the APA and designated therein as Assumed Contracts, are hereby assigned to and assumed by Assignee:
(a) All customer contracts and open purchase orders comprising the customer backlog of approximately Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the APA signing date of September 5, 2023, as set forth on Schedule 2.1(a)(iv) to the APA, including, without limitation, contracts with the following customers:
(i) Great Lakes Municipal Authority — Contract No. PMF-2023-0412, dated March 15, 2023 (structural fabrication for water treatment facility expansion; contract value of approximately $1,450,000);
(ii) TransMidwest Rail Services Corp. — Purchase Order Nos. PMF-PO-8810 through PMF-PO-8817, various dates (rail infrastructure components; aggregate remaining value of approximately $890,000);
(iii) Keystone Power Generation LLC — Contract No. PMF-2023-0389, dated February 1, 2023 (custom fabrication of boiler support structures; contract value of approximately $2,100,000);
(iv) Indiana Department of Transportation — Contract No. INDOT-SF-2023-0091, dated April 22, 2023 (bridge rehabilitation structural components; contract value of approximately $760,000); and
(v) all other customer contracts and purchase orders listed on Schedule 2.1(a)(iv) to the APA.
(b) Equipment maintenance and service agreements, including:
(i) Service Agreement with Midwest CNC Solutions Inc., dated September 1, 2021 (preventive maintenance and repair services for CNC plasma cutting and machining equipment; annual service fee of approximately $84,000); and
(ii) Service Agreement with Hobart Welding Systems, dated January 15, 2022 (maintenance and calibration of welding equipment; annual service fee of approximately $36,000).
(c) Insurance policies to the extent transferable, as identified on Schedule 2.1(a)(vi) to the APA.
(d) All other contracts, agreements, and commitments listed on Schedule 2.1(a) to the APA and not otherwise specifically enumerated herein.
EXHIBIT B
SCHEDULE OF ASSUMED LIABILITIES
The following is a summary of the Assumed Liabilities assumed by Assignee pursuant to the Assignment and Assumption Agreement to which this Exhibit B is attached, effective as of October 24, 2023. All amounts set forth below are estimates as of the Closing Date and are subject to final determination in accordance with the working capital adjustment provisions of Section 3.3 of the APA. This Exhibit B is provided for convenience of reference only and is qualified in its entirety by the definition of "Assumed Liabilities" set forth in Section 2.3 of the APA.
Total Estimated Assumed Liabilities (quantifiable as of Closing Date): $1,286,000
The foregoing amounts are estimates based on Pinnacle's books and records as of the Closing Date. Final amounts will be determined through the post-closing working capital adjustment process set forth in Section 3.3 of the APA, including review by the Independent Accountant (as defined therein), if applicable. Post-closing contract obligations are ongoing in nature and are not included in the total estimated amount set forth above.
[End of Exhibit B]
Item | Detail
Parties | Lakeshore Realty Partners LLC, an Indiana limited liability company (as Landlord), and Pinnacle Metal Fabricators LLC, an Indiana limited liability company (as Tenant)
Date of Agreement | January 1, 2019
Property | 1127 Industrial Parkway, Hammond, Indiana 46320 — consisting of an approximately 48,000 square foot fabrication and manufacturing facility, together with associated parking, loading dock, and yard areas
Term | Ten (10)-year term commencing January 1, 2019, and expiring December 31, 2028
Base Rent | $16.50 per square foot per year ($792,000 annually; $66,000 monthly)
Lease Type | Triple Net (NNN) — Tenant responsible for real property taxes, insurance, and common area maintenance
Renewal Options | Two (2) successive five (5)-year renewal options
Consent to Assignment | Required; consent obtained from Lakeshore Realty Partners LLC on October 18, 2023
Item | Detail
Parties | Pinnacle Metal Fabricators LLC, an Indiana limited liability company, and Ironclad Bridge & Infrastructure Co., an Ohio corporation
Date of Agreement | July 1, 2022
Description | Master supply agreement for the custom metal fabrication of structural steel and aluminum components for infrastructure projects, including bridge components, highway structural elements, and related assemblies
Revenue Significance | Ironclad is Pinnacle's largest customer, representing approximately 28% of Pinnacle's last-twelve-months (LTM) revenue
Term | Three (3)-year term commencing July 1, 2022, and expiring June 30, 2025
Pricing | Per-unit pricing subject to quarterly steel index adjustment mechanism
Volume Commitment | Minimum annual order volume of $3,200,000
Consent to Assignment | Required pursuant to Section 14.2 of the Ironclad MSA; consent requested on September 12, 2023 — consent pending as of the Closing Date; subject to the provisions of Section 2.3 of the Agreement
Item | Detail
Parties | Pinnacle Metal Fabricators LLC, an Indiana limited liability company, and Calumet Steel Distributors Inc., an Indiana corporation
Date of Agreement | April 1, 2023
Description | Primary raw material supply agreement for hot-rolled and cold-rolled steel, structural steel shapes, aluminum plate and sheet, and related metal products required for Pinnacle's fabrication operations
Annual Volume Commitment | Approximately $4,800,000 per year
Term | Two (2)-year term commencing April 1, 2023, and expiring March 31, 2025
Pricing | Market-based pricing with quarterly price adjustments tied to published mill pricing indices, plus agreed-upon processing and delivery surcharges
Consent to Assignment | Required; consent obtained from Calumet Steel Distributors Inc. on October 10, 2023
Category | Estimated Amount (as of Closing Date) | Description
Trade Accounts Payable | $1,100,000 | Trade payables incurred by Pinnacle in the ordinary course of its business operations prior to the Closing Date, including amounts owed to vendors, suppliers (including Calumet Steel Distributors Inc.), subcontractors, and service providers, all of which are payable in accordance with their respective terms (generally net 30 to net 45 days).
Accrued Employee Vacation Obligations | $186,000 | Accrued and unused vacation benefits earned by the seventy-one (71) employees of Pinnacle (of seventy-four (74) total employees as of the Closing Date) who are being retained by Nexford in connection with the Acquisition. Vacation obligations calculated in accordance with Pinnacle's existing employee vacation policy, as disclosed in Schedule 4.16(a) to the APA.
Post-Closing Contract Obligations | Per contract terms | All obligations, duties, covenants, and liabilities arising under the Assumed Contracts listed on Exhibit A hereto to the extent such obligations arise from and after the Closing Date, including rent payments under the Facility Lease, performance obligations under the Ironclad MSA and Calumet Supply Agreement, and fulfillment of customer contracts and open purchase orders.