Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H," "we," or "us") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a $1,400,000,000 senior secured Term Loan B credit facility (the "Facility" and, together with all related transactions described herein, the

2. Scope of Engagement The scope of Briarcliff's engagement as Delaware local counsel is described below. Each element of the engagement is material to the successful closing of the Transaction, and we expect Briarcliff to devote the resources and attention necessary to satisfy each requirement within the timeline set forth in Section 5 of this letter. 2.1 Delaware Law Entity Opinions Briarcliff will be asked to deli

3. Transaction Overview To provide Briarcliff with necessary context for the engagement, the following is a summary of the material terms and structure of the Transaction. This summary is for informational purposes only and is based on the commitment letter and term sheet currently in effect; the definitive terms will be set forth in the Credit Agreement and related Loan Documents, drafts of which will be provided to

4. Key Transaction Documents The following is a list of the principal Transaction documents that are expected to be executed and delivered in connection with the closing of the Facility. C&H will provide Briarcliff with copies of all documents to which the Delaware-organized Loan Parties are parties, as well as such other documents as may be relevant to the rendering of the Delaware Opinions: (a) Credit Agreement (th

5. Timeline and Deliverables Schedule The following timeline sets forth the key milestones and deliverable dates for Briarcliff's engagement. Briarcliff should treat each date as a firm deadline, and should promptly notify C&H of any anticipated difficulty in meeting any such deadline. Briarcliff should plan for at least one round of comments from C&H and potentially from the Administrative Agent's counsel, Whitfield

6. Coordination and Reporting All work performed by Briarcliff under this engagement will be performed under the direction of, and in close coordination with, the C&H engagement team. The members of the C&H engagement team and their respective roles are as follows: Claudia Merritt — Responsible Partner, Banking & Finance. Ms. Merritt has overall responsibility for the Transaction and will be involved in all significa

7. Fee Arrangements Briarcliff's fees and expenses for this engagement will be billed directly to Nexford Industrial Holdings Inc. through Calderwood & Harkness LLP, using the following billing code for all invoices: IBL-NIH-2025-031. All invoices should reference this billing code, as well as the C&H Matter Number set forth in the "Re" line of this letter. Within five (5) business days of Briarcliff's acceptance of

8. Conflicts Before commencing work under this engagement, Briarcliff is asked to confirm that it has conducted a thorough conflicts check with respect to the following parties and their known affiliates, and has identified no actual or potential conflict of interest that would preclude or limit Briarcliff's ability to serve as Delaware local counsel in connection with the Transaction: • Nexford Industrial Holdings I

9. Confidentiality All information, documents, and materials provided by C&H, Nexford, or any other party to the Transaction in connection with this engagement are confidential and proprietary. Briarcliff agrees to maintain the strictest confidentiality with respect to all Transaction-related information and documents, and shall not disclose any such information to any third party without the prior written consent of

10. Term and Termination This engagement shall commence upon the execution and delivery by Briarcliff of a countersigned copy of this letter and shall continue through the completion of all services described herein, including any post-closing matters through April 30, 2025 (or such later date as may be agreed by the parties). The engagement may be extended by mutual written agreement of the parties to cover any addi

11. Acceptance We would appreciate it if you could review this letter at your earliest convenience and, if the terms described herein are acceptable, sign and return a copy of this letter to confirm Briarcliff's acceptance of the engagement. Please also confirm, in writing at the time of acceptance, that Briarcliff has completed its conflicts check and has identified no conflicts of interest that would preclude the e