Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("we," "us," or "C&H") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), with its principal offices located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B Facility" or the "Transaction").

2. Scope of Engagement The scope of H&W's engagement as Illinois local counsel in connection with the Transaction is as follows: 2.1 Legal Opinions H&W will be asked to deliver, on the closing date of the Transaction (currently targeted for March 28, 2025), a legal opinion letter (the "Illinois Local Opinion") addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, for t

3. Identification of Key Parties and Entities For H&W's reference in conducting conflicts checks and in familiarizing itself with the Transaction, the following is a summary of the key parties and entities involved: The Borrower's corporate family includes Holdings and eleven Subsidiary Guarantors, of which NMS is the only entity organized under the laws of the State of Illinois. The remaining Subsidiary Guarantors a

4. C&H Engagement Team and Points of Contact The members of the C&H team assigned to the Transaction, together with their respective roles, are as follows: Claudia Merritt — Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP. Ms. Merritt serves as the Responsible Partner for this engagement and is the primary point of contact for partner-level matters, including any issues relating to the overall st

5. Transaction Timeline and Key Dates For planning purposes, the following is the current anticipated timeline for key milestones in the Transaction. Please note that these dates are subject to change based on the progress of negotiations, syndication, and document preparation, and C&H will keep H&W apprised of any material changes to the schedule: We recognize that the timeline is aggressive, particularly with respe

6. Transaction Summary — Additional Context For H&W's general reference, the following is a summary of certain additional terms and features of the Transaction: Facility. The Term Loan B Facility will be a $1,400,000,000 senior secured institutional term loan, to be syndicated to a group of institutional lenders (CLOs, loan funds, insurance companies, and similar investors) arranged by Crescent Harbor. It is anticipa

7. Fees and Billing Arrangements H&W's fees for this engagement will be billed on an hourly basis at H&W's standard billing rates, as communicated to C&H separately. We understand that H&W will confirm its applicable hourly rates for the attorneys expected to work on this matter at the time of its acceptance of this engagement. H&W should submit invoices to Calderwood & Harkness LLP, Attention: Ian Blackwood (Billing

8. Confidentiality All information provided to H&W by C&H, Nexford, or any other party in connection with this engagement is confidential and is subject to the protections of the attorney-client privilege and/or the work product doctrine, as applicable. Such information includes, without limitation, the terms and structure of the Transaction, the identities of the parties involved, financial information and projectio

9. Conflicts / Independence H&W is requested to confirm, as a condition to the acceptance of this engagement, that it has conducted a conflicts check against all parties to the Transaction identified in this letter, including but not limited to the following: • Nexford Industrial Holdings Inc. • Granite Peak Capital Partners, LP • Granite Peak NIH Holdings, LLC • Nexford Manufacturing Services, LLC • Crescent Harbor

10. Limitation of Engagement H&W's engagement in connection with the Transaction is limited strictly to the scope of services described in Section 2 of this letter. Without limiting the generality of the foregoing: (a) H&W is not being engaged to provide advice on matters of federal law, the laws of any state other than the State of Illinois, or the laws of any foreign jurisdiction. (b) H&W is not being engaged to re

11. Document Delivery and Coordination C&H will provide H&W with copies of all relevant Transaction documents, including drafts and final versions of the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the mortgage instruments, UCC filings and searches, and organizational documents for NMS (including its articles of organization, operating agreement, resolutions, certificates

12. Term and Termination This engagement will commence upon H&W's execution and return of this letter and will continue until the completion of all services described herein, including the delivery of all post-closing items referenced in Section 2 above, unless earlier terminated by either party upon written notice to the other. Based on the current Transaction timeline, we anticipate that the engagement will be full

13. Acceptance and Confirmation If the foregoing terms are acceptable to H&W, we respectfully request that Robert Kimura, as a partner of Hargrove & Whitmore LLP authorized to accept engagements on behalf of the firm, countersign and return a copy of this letter to C&H to confirm H&W's acceptance of the engagement on the terms described herein. A copy may be returned by email (in PDF format) to Marcus Leung, with the