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GREYSTONE NATIONAL BANK, N.A. 500 West Madison Street, Suite 2800 Chicago, Illinois 60661

October 6, 2023

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

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

Attention: Danielle K. Cho, Chief Financial Officer

Copy to:

Philip M. Stanhope, General Counsel Nexford Industrial Holdings Inc. 4200 West Lake Shore Drive, Suite 800 Chicago, Illinois 60604

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

Re: Consent Under Section 7.04 of the Amended and Restated Senior Secured Revolving Credit Agreement dated as of February 10, 2023 (the "Credit Agreement") — Proposed Acquisition of Substantially All Assets of Pinnacle Metal Fabricators LLC

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Senior Secured Revolving Credit Agreement, originally dated as of March 15, 2021, as amended and restated as of February 10, 2023 (as may be further amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the lenders party thereto from time to time (collectively, the "Lenders"), and Greystone National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). The Credit Agreement provides for a senior secured revolving credit facility with a total commitment of Seventy-Five Million Dollars ($75,000,000). Capitalized terms used but not otherwise defined in this consent letter (this "Consent Letter") shall have the respective meanings ascribed to such terms in the Credit Agreement.

The Administrative Agent is delivering this Consent Letter in response to the Borrower's written request for consent, dated September 18, 2023, as supplemented by additional information and documentation provided to the Administrative Agent on September 22, 2023 and September 29, 2023 (collectively, the "Consent Request").

I. BACKGROUND

A. The Proposed Acquisition

The Borrower has informed the Administrative Agent that it proposes to consummate an acquisition (the "Proposed Acquisition") of substantially all of the assets of Pinnacle Metal Fabricators LLC, an Indiana limited liability company ("Pinnacle" or the "Target"), pursuant to that certain Asset Purchase Agreement dated as of September 5, 2023 (the "APA"), by and among the Borrower, as purchaser, Pinnacle, as seller, and Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp, each in their individual capacities as the members of Pinnacle (collectively, the "Members").

The Proposed Acquisition involves aggregate consideration of Thirty Million Dollars ($30,000,000), structured as follows:

(a) Closing Cash Payment. A cash payment at closing of Twenty-Four Million Dollars ($24,000,000), subject to customary purchase price adjustments for working capital, indebtedness, and transaction expenses of the Target as set forth in the APA;

(b) Earnout Payments. A performance-based earnout of up to Six Million Dollars ($6,000,000) in the aggregate, payable in two installments based upon the achievement of specified revenue and EBITDA targets over two consecutive twelve-month post-closing measurement periods ending on the first and second anniversaries of the closing date, respectively, as more particularly described in Article II of the APA; and

(c) Indemnification Escrow. At closing, Three Million Dollars ($3,000,000) of the closing cash payment will be deposited into an indemnification escrow account held by Commonwealth Escrow Services Inc. (the "Escrow Agent"), pursuant to an Escrow Agreement to be entered into at closing among the Borrower, the Members, and the Escrow Agent (the "Escrow Agreement"). The indemnification escrow will be held for a period of eighteen (18) months following the closing date to secure the indemnification obligations of Pinnacle and the Members under Article IX of the APA. After giving effect to such escrow deposit, the net cash payable to the Members at closing will be Twenty-One Million Dollars ($21,000,000).

B. Description of the Target

Pinnacle Metal Fabricators LLC is an Indiana limited liability company organized under the laws of the State of Indiana (Entity ID 2006041500237 with the Indiana Secretary of State), with its principal office located at 1127 Industrial Parkway, Hammond, Indiana 46320. Pinnacle operates a custom metal fabrication business specializing in the design, engineering, and manufacture of structural steel, aluminum, and stainless-steel components for a diversified customer base, including commercial construction companies, infrastructure developers, and industrial original equipment manufacturer ("OEM") customers located primarily in the Midwest and Great Lakes regions.

Based on the financial information provided by the Borrower and reviewed by the Administrative Agent, as of June 30, 2023, the Target reported the following key financial and operational metrics:

(i) Last twelve months ("LTM") revenue of approximately Eighteen Million Four Hundred Thousand Dollars ($18,400,000);

(ii) LTM Adjusted EBITDA of approximately Three Million Seven Hundred Thousand Dollars ($3,700,000), representing an Adjusted EBITDA margin of approximately 20.1%;

(iii) Seventy-four (74) full-time employees, including production, engineering, sales, and administrative personnel; and

(iv) Customer backlog of approximately Seven Million Two Hundred Thousand Dollars ($7,200,000) as of the date of signing of the APA.

C. Consent Requirement Under Section 7.04

Section 7.04 of the Credit Agreement (Restrictions on Acquisitions) provides that the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consummate any acquisition, whether by purchase of assets, purchase of equity interests, merger, consolidation, or otherwise, in which the aggregate consideration (including, without limitation, cash, assumed liabilities, deferred purchase price, earnouts, and any other form of consideration) exceeds Five Million Dollars ($5,000,000), without the prior written consent of the Administrative Agent (acting at the direction of, or with the consent of, the Required Lenders).

The aggregate consideration for the Proposed Acquisition is Thirty Million Dollars ($30,000,000), inclusive of the maximum earnout amount. This amount exceeds the Five Million Dollar ($5,000,000) threshold set forth in Section 7.04 of the Credit Agreement by a substantial margin. Accordingly, the Borrower has requested the prior written consent of the Administrative Agent to consummate the Proposed Acquisition on the terms and conditions described herein and in the APA.

D. Proposed Financing of the Acquisition

In connection with the Proposed Acquisition, the Borrower has requested an advance under the revolving credit facility established pursuant to the Credit Agreement in the amount of Twenty Million Dollars ($20,000,000) (the "Acquisition Draw") to partially fund the closing cash payment of Twenty-Four Million Dollars ($24,000,000). The remaining Four Million Dollars ($4,000,000) of the closing cash payment will be funded from the Borrower's available cash on hand.

As of the date of this Consent Letter, the outstanding balance under the revolving credit facility is Thirty-Two Million Dollars ($32,000,000). After giving effect to the Acquisition Draw, the outstanding balance under the revolving credit facility will be Fifty-Two Million Dollars ($52,000,000), comprised of the Thirty-Two Million Dollars ($32,000,000) currently outstanding and the Twenty Million Dollar ($20,000,000) Acquisition Draw. The remaining available and undrawn commitment under the revolving credit facility, after giving effect to the Acquisition Draw and any outstanding letters of credit, will be approximately Twenty-Three Million Dollars ($23,000,000).

II. CONSENT

A. Grant of Consent

The Administrative Agent, acting at the direction and with the consent of the Required Lenders, having reviewed the Borrower's Consent Request and the supporting documentation provided in connection therewith (including, without limitation, the APA, the Borrower's pro forma compliance certificate dated September 22, 2023, audited and unaudited financial statements of the Target, summary financial projections prepared by the Borrower's management, and such other information as the Administrative Agent has deemed necessary or appropriate), hereby consents to the Proposed Acquisition pursuant to Section 7.04 of the Credit Agreement, subject in all respects to the terms, conditions, and limitations set forth in this Consent Letter.

In addition, the Administrative Agent hereby authorizes the Acquisition Draw in the amount of Twenty Million Dollars ($20,000,000) under the revolving credit facility established pursuant to the Credit Agreement, to be advanced on the closing date of the Proposed Acquisition (or such other date as may be agreed upon by the Administrative Agent and the Borrower in accordance with the borrowing procedures set forth in the Credit Agreement), for the purpose of partially funding the closing cash payment for the Proposed Acquisition. The Acquisition Draw shall constitute a Revolving Loan under the Credit Agreement and shall be subject to all terms, conditions, covenants, and provisions applicable to Revolving Loans thereunder, including, without limitation, applicable interest rates, mandatory prepayment provisions, and repayment obligations.

III. CONDITIONS TO CONSENT

This consent shall become effective and operative only upon the satisfaction (or written waiver by the Administrative Agent) of each and every one of the following conditions precedent (collectively, the "Conditions Precedent"):

A. Execution and Delivery of the APA

The APA shall have been duly executed and delivered by all parties thereto, including the Borrower, Pinnacle, and each of the Members, and shall be in full force and effect. The APA shall not have been amended, modified, supplemented, or waived in any material respect without the prior written consent of the Administrative Agent. For purposes of this condition, any change to the purchase price, the structure or amount of the earnout consideration, the indemnification provisions, or the closing conditions under the APA shall be deemed material.

B. No Default or Event of Default

No Default or Event of Default (each as defined in the Credit Agreement) shall have occurred and be continuing at the time of the closing of the Proposed Acquisition, both immediately before and immediately after giving effect to (i) the Acquisition Draw, (ii) the consummation of the Proposed Acquisition, (iii) the payment of the closing cash payment, and (iv) any other transactions contemplated by the APA or this Consent Letter. The Borrower shall deliver to the Administrative Agent a certificate of its Chief Financial Officer confirming satisfaction of this condition as of the closing date of the Proposed Acquisition.

C. Pro Forma Compliance with Financial Covenants

After giving pro forma effect to the Proposed Acquisition and the Acquisition Draw (including, for purposes of such calculation, the consolidation of the Target's historical financial results with those of the Borrower in a manner consistent with GAAP and the definitions set forth in the Credit Agreement), the Borrower shall be in compliance with all financial covenants set forth in Section 8.01 of the Credit Agreement, including without limitation:

(i) the maximum Total Leverage Ratio covenant;

(ii) the minimum Fixed Charge Coverage Ratio covenant; and

(iii) the minimum Liquidity requirement.

The Borrower shall provide the Administrative Agent with a pro forma compliance certificate, in form and substance satisfactory to the Administrative Agent, demonstrating compliance with each of the foregoing financial covenants on a pro forma basis as of the most recently ended fiscal quarter for which financial statements are available, after giving effect to the Proposed Acquisition and the Acquisition Draw as if each had occurred on the first day of the applicable measurement period. The Administrative Agent acknowledges receipt of the Borrower's pro forma compliance certificate dated September 22, 2023, and reserves the right to request updated calculations as of a more recent date if necessary.

D. Accuracy of Representations and Warranties

The representations and warranties of the Borrower set forth in Article V of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the date of the closing of the Proposed Acquisition, after giving effect thereto, as though made on and as of such date; provided, however, that to the extent any such representation or warranty expressly relates to a specific earlier date, such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.

E. Delivery of Closing Documentation

The Administrative Agent shall have received true, correct, and complete copies of each of the following fully executed documents in connection with the closing of the Proposed Acquisition, each in form and substance reasonably satisfactory to the Administrative Agent:

(i) the APA, together with all exhibits, schedules, and disclosure schedules thereto;

(ii) the Bill of Sale executed by Pinnacle in favor of the Borrower;

(iii) the Assignment and Assumption Agreement executed by Pinnacle and the Borrower with respect to the assumed contracts and assumed liabilities, if any;

(iv) the Escrow Agreement executed by the Borrower, the Members, and Commonwealth Escrow Services Inc.;

(v) such other ancillary agreements, instruments, certificates, and documents delivered at or in connection with the closing of the Proposed Acquisition as the Administrative Agent may reasonably request; and

(vi) evidence of all governmental and third-party consents, approvals, and authorizations required in connection with the Proposed Acquisition.

F. Perfection of Security Interest in Acquired Assets

To the extent that any of the assets acquired by the Borrower pursuant to the APA (the "Acquired Assets") constitute Collateral (as defined in the Credit Agreement and the related Security Agreement), the Borrower shall have taken all actions necessary or reasonably requested by the Administrative Agent to grant the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority security interest in and lien upon such Acquired Assets, free and clear of all Liens other than Permitted Liens. Such actions shall include, without limitation:

(i) the execution and delivery of any amendments, supplements, or joinders to the Security Agreement, Pledge Agreement, or other collateral documents, as applicable;

(ii) the filing of any UCC-1 financing statements, amendments, or continuation statements with the appropriate filing offices;

(iii) the delivery of any certificates of title, instruments, chattel paper, or other documents of title necessary to perfect the Administrative Agent's security interest in the Acquired Assets; and

(iv) the delivery of landlord waivers, bailee letters, or similar agreements with respect to any Acquired Assets located on leased premises or in the possession of third parties, as applicable.

G. Insurance Coverage

The Borrower shall have provided the Administrative Agent with evidence satisfactory to the Administrative Agent that the Acquired Assets are covered by insurance policies that meet the requirements set forth in Section 6.05 of the Credit Agreement, including, without limitation, property insurance, general commercial liability insurance, and such other coverages as may be required thereunder. Such insurance policies shall name the Administrative Agent as loss payee and additional insured, as applicable, in accordance with the requirements of the Credit Agreement and the related Loan Documents.

IV. LIMITATIONS AND RESERVATIONS

A. Scope of Consent

This consent is limited solely and exclusively to the Proposed Acquisition as specifically described herein and as consummated pursuant to the terms and conditions of the APA dated as of September 5, 2023. This consent shall not be deemed to constitute:

(a) a consent to any other transaction, acquisition, disposition, merger, consolidation, investment, or other action by the Borrower or any of its Subsidiaries that would otherwise require the consent of the Administrative Agent or the Required Lenders under the Credit Agreement or any other Loan Document;

(b) a consent to any amendment, modification, supplement, or waiver of the APA or the terms of the Proposed Acquisition from the terms described in this Consent Letter, except to the extent any such amendment, modification, supplement, or waiver is determined by the Administrative Agent, in its reasonable discretion, not to be material;

(c) a consent to any future acquisition or similar transaction, regardless of whether such future transaction involves the same or similar parties, assets, or structure as the Proposed Acquisition; or

(d) an establishment of any course of dealing, custom, or practice with respect to future consent requests under the Credit Agreement or any other Loan Document.

B. Reservation of Rights and Remedies

The Administrative Agent and the Lenders expressly reserve all of their respective rights, remedies, powers, and privileges under the Credit Agreement, the other Loan Documents, and applicable law, whether at law, in equity, or otherwise, except solely to the extent expressly modified by this Consent Letter. Without limiting the generality of the foregoing:

(i) nothing in this Consent Letter shall affect, impair, prejudice, or diminish any right or remedy of the Administrative Agent or any Lender arising out of or relating to any Default, Event of Default, or breach of any term, condition, covenant, representation, or warranty under the Credit Agreement or any other Loan Document, whether now existing or hereafter arising;

(ii) the Administrative Agent and the Lenders retain all rights to enforce the terms of the Credit Agreement and the other Loan Documents, including, without limitation, the right to declare an Event of Default, accelerate the Obligations, exercise remedies with respect to the Collateral, and pursue any and all other remedies available under the Loan Documents or applicable law; and

(iii) this consent shall not be construed to limit the Administrative Agent's or any Lender's right to withhold consent to any future request for which consent is required under the Credit Agreement or any other Loan Document, in each case in accordance with the standards and procedures set forth therein.

C. No Amendment or Modification

This Consent Letter does not constitute, and shall not be construed as, an amendment, modification, restatement, or supplement of the Credit Agreement or any other Loan Document, except solely and exclusively to the extent expressly set forth herein. All terms, conditions, covenants, representations, warranties, and other provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.

V. REPRESENTATIONS OF THE BORROWER

By accepting this Consent Letter and executing the acknowledgment and acceptance set forth below, the Borrower hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:

(a) Accuracy of Information. All information, documents, financial statements, projections, and other materials provided by or on behalf of the Borrower to the Administrative Agent in connection with the Consent Request, the Proposed Acquisition, the Target, and the Acquisition Draw are true, correct, and complete in all material respects as of the date provided, and no such information contains any material misstatement of fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances under which they were made.

(b) Compliance with the APA. The Proposed Acquisition is being, and will be, consummated in accordance with the terms and conditions of the APA, without any material amendment, modification, supplement, or waiver thereof that has not been disclosed to and approved by the Administrative Agent.

(c) Post-Acquisition Compliance. After giving effect to the Proposed Acquisition, the Acquisition Draw, and the transactions contemplated thereby, the Borrower will be in compliance with all terms, conditions, covenants, representations, warranties, and other provisions of the Credit Agreement and the other Loan Documents, including, without limitation, all financial covenants set forth in Section 8.01 of the Credit Agreement.

(d) Authorization. The execution, delivery, and performance of this Consent Letter, the consummation of the Proposed Acquisition, and the incurrence of the Acquisition Draw have been duly authorized by all necessary corporate action on the part of the Borrower, and this Consent Letter constitutes the legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(e) No Material Adverse Effect. Since the date of the most recent financial statements delivered to the Administrative Agent pursuant to Section 6.01 of the Credit Agreement, no event, circumstance, or condition has occurred that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

VI. POST-CLOSING OBLIGATIONS

Without limiting any other obligations of the Borrower under the Credit Agreement or any other Loan Document, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent each of the following within the time periods specified below:

(a) Closing Certificate. Within five (5) Business Days after the closing of the Proposed Acquisition, a closing certificate of the Borrower's Chief Financial Officer (in form and substance reasonably satisfactory to the Administrative Agent) (i) confirming the consummation of the Proposed Acquisition, (ii) certifying that all Conditions Precedent set forth in Section III of this Consent Letter have been satisfied or waived, (iii) setting forth the final purchase price and the sources of funding for the closing cash payment, and (iv) certifying that no Default or Event of Default has occurred and is continuing after giving effect to the Proposed Acquisition and the Acquisition Draw.

(b) UCC Financing Statements. Copies of any UCC-1 financing statements, amendments, or other filings made by or on behalf of the Borrower in connection with the perfection of the Administrative Agent's security interest in the Acquired Assets, together with file-stamped copies or other evidence of filing, promptly upon receipt from the applicable filing office.

(c) Insurance Certificates. Updated insurance certificates reflecting coverage of the Acquired Assets in accordance with the requirements of Section 6.05 of the Credit Agreement, naming the Administrative Agent as loss payee and additional insured, as applicable, within ten (10) Business Days after the closing of the Proposed Acquisition.

(d) Additional Documents and Information. Such other documents, instruments, certificates, opinions, and information as the Administrative Agent may reasonably request in connection with the Proposed Acquisition, the Acquired Assets, or the Borrower's compliance with the terms and conditions of this Consent Letter and the Credit Agreement.

VII. MISCELLANEOUS

Governing Law. This Consent Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York (without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction), consistent with the governing law provision set forth in Section 11.14 of the Credit Agreement.

Counterparts. This Consent Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent Letter by facsimile transmission or by electronic transmission in portable document format (".pdf") shall be effective as delivery of a manually executed counterpart of this Consent Letter.

Entire Agreement. This Consent Letter, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to the subject matter hereof.

Binding Effect. This Consent Letter shall be binding upon and inure to the benefit of the Administrative Agent, the Lenders, the Borrower, and their respective successors and permitted assigns, in each case in accordance with the terms of the Credit Agreement.

Severability. If any provision of this Consent Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent Letter, and this Consent Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

[Signature Pages Follow]

If the foregoing accurately reflects our mutual understanding with respect to the consent described herein, please execute and return the enclosed copy of this Consent Letter to the undersigned, whereupon this Consent Letter shall become a binding agreement among the parties hereto in accordance with its terms.

Very truly yours,

GREYSTONE NATIONAL BANK, N.A., as Administrative Agent

By: ________

Name: Andrew F. Liang

Title: Authorized Signatory

Date: October 6, 2023

ACKNOWLEDGMENT AND ACCEPTANCE BY BORROWER

The undersigned, Nexford Industrial Holdings Inc., hereby (a) acknowledges receipt of the foregoing Consent Letter, (b) accepts the terms, conditions, and limitations set forth therein, (c) confirms and ratifies the representations and warranties made by the Borrower herein and in the Credit Agreement and the other Loan Documents, and (d) agrees to be bound by the terms and conditions of this Consent Letter, including, without limitation, the post-closing obligations set forth in Section VI hereof.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Danielle K. Cho

Title: Chief Financial Officer

Date: ________

cc: