Contract analysis

1. Purpose and Summary The purpose of this memorandum is to document the results of the comprehensive conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") as borrower's counsel in a $1,400,000,000 senior secured Term Loan B refinancing and dividend recapitalization (the "Tran

2. Transaction Overview (For Context of Conflict Search) The following summary of the Transaction is provided solely for the purpose of placing the conflict search in proper context and identifying the relevant parties, relationships, and potential areas of tension. This summary is based on information provided by Nexford, discussions with Granite Peak Capital Partners, LP (the "Sponsor"), and publicly available info

3. Methodology 3.1 Search Systems and Databases The conflict search was conducted using the following Firm systems and resources: • C&H Conflict Management System ("CMS"): The CMS is the Firm's centralized conflict clearance platform, which maintains records of all current and historical client engagements, adverse party designations, matter descriptions, billing records, and related party information across all Firm

4. Entities and Individuals Searched The following is a comprehensive list of all entities and individuals that were run through the Firm's CMS and client/matter database as part of this conflict check. Entities are organized by their role in the Transaction, and key identifying information is provided where available. 4.1 Client / Borrower and Affiliates The following entities comprise the Borrower and its direct an

5. Conflict Search Results The results of the conflict search for each category of parties are set forth below. For each category, we identify the entities and individuals searched, summarize the search results, and provide our conclusion as to whether a conflict or potential conflict exists. Where a prior or existing relationship has been identified, additional detail is provided. 5.1 Nexford Industrial Holdings Inc

6. Summary of Prior / Existing Relationships Based on the comprehensive conflict search described in this memorandum, one non-adverse prior relationship has been identified. No other prior or existing relationships of note were identified with respect to any party searched. The identified relationship is summarized below: Prior Representation of Crescent Harbor Bank, N.A. As noted in Section 5.3 above, C&H has previo

7. Supplemental Checks and Ongoing Obligations The conflict search described in this memorandum was conducted based on the party list available as of January 31, 2025. Given the nature of syndicated lending transactions and the possibility that the Transaction party list may evolve between now and the anticipated closing date of March 28, 2025, the following supplemental checks and ongoing obligations should be obser

1. Additional Syndicate Lenders. A supplemental conflict check should be performed promptly upon identification of any additional syndicate lenders during the general syndication process (target syndication close: March 21, 2025). This supplemental check is particularly important with respect to any lender committing more than $50,000,000 to the New Facility or any lender who assumes a role as a joint lead arranger,

2. New Subsidiaries or Affiliates. If Nexford acquires any new subsidiaries, forms any new entities, or otherwise expands its corporate structure prior to the closing of the Transaction on March 28, 2025, those new entities should be run through the Firm's CMS to confirm that no conflicts arise from the expanded party list. Similarly, if Granite Peak Capital Partners, LP identifies any additional co-investment vehicl

3. New Transaction Parties. If any new parties join the Transaction prior to closing — including, without limitation, additional local counsel, replacement advisors, new insurance carriers, or any party to the intercreditor agreement or other ancillary documentation — those parties should be promptly identified and submitted for a supplemental conflict check.

4. Prompt Notification. The engagement team, including Claudia Merritt, Ian Blackwood, Marcus Leung, and Sophie Tremblay, should promptly notify the Firm's Conflicts Committee of any changes to the party list, any new information regarding potential adverse relationships, or any other developments that could affect the Firm's ability to continue representing Nexford in this Transaction without conflict.

5. Ongoing Monitoring. The Firm's CMS will continue to monitor for new matters opened by any C&H practice group that involve any of the parties identified in Section 4 above. In the event that a new matter is opened that involves a party to this Transaction in a capacity that could create a conflict, the Conflicts Committee will notify the engagement team immediately.

8. Conclusion and Clearance Based on the comprehensive conflict of interest search described in this memorandum, which encompassed all known parties to the Transaction, their affiliates, key individuals, counsel, advisors, and other relevant third parties, no disqualifying conflicts of interest have been identified. The one prior relationship noted in Section 6 (prior non-adverse representation of Crescent Harbor Ban

9. Clearance Signature block CLEARED BY: ________________________________________ Claudia Merritt Partner, Banking & Finance Calderwood & Harkness LLP Date: January 31, 2025 PREPARED BY: ________________________________________ Marcus Leung Lead Associate, Banking & Finance Calderwood & Harkness LLP ________________________________________ Sophie Tremblay Working Associate, Banking & Finance Calderwood & Harkness LLP

10. Distribution This memorandum is confidential and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP in connection with the Firm's conflicts clearance procedures and is not to be shared with the client, opposing counsel, or any third party. Distribution of this memorandum is limited to the following individuals: Any addit