Contract analysis

1. INTRODUCTION AND ENGAGEMENT CONFIRMATION Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") is pleased to confirm that it has been engaged to act as counsel to Nexford Industrial Holdings Inc., a corporation organized under the laws of the State of Delaware (the "Company" or "Nexford"), in connection with the transaction described in further detail in Section 2 below (the "Transaction"). We

2. DESCRIPTION OF THE TRANSACTION Based on our discussions with you and the materials you have provided to date, including the preliminary term sheet circulated by Crescent Harbor Bank, N.A. on January 22, 2025, and the board resolution package dated January 13, 2025, we understand the Transaction to be structured as follows: 2.1 The Facility. The Transaction contemplates a $1,400,000,000 senior secured Term Loan B c

3. SCOPE OF REPRESENTATION Calderwood & Harkness will serve as borrower's counsel to Nexford in connection with the Transaction. The specific scope of the legal services we will provide is set forth below. While we have endeavored to describe the anticipated scope of work comprehensively, the nature of a leveraged finance transaction of this size and complexity may require additional work or modifications to the scop

4. ENGAGEMENT TEAM Calderwood & Harkness has assembled the following team of attorneys to provide legal services to Nexford in connection with the Transaction: Claudia Merritt, Partner — Banking & Finance (Responsible Partner). Ms. Merritt will serve as the Responsible Partner for this engagement. In this capacity, she will provide overall supervision of all workstreams, maintain the client relationship with Nexford

5. FEE ARRANGEMENTS 5.1 Billing Rates Fees for legal services rendered in connection with the Transaction will be billed on an hourly basis at Calderwood & Harkness's standard rates for the assigned timekeepers, as set forth in the Rate Schedule attached hereto as Exhibit A. The rates set forth in Exhibit A reflect the Firm's current standard rates for the 2025 calendar year, subject to any agreed adjustments pursuan

6. CLIENT IDENTIFICATION AND CONFLICTS 6.1 Client Identification. The client in this engagement is Nexford Industrial Holdings Inc. Our duties of loyalty, confidentiality, and zealous representation run to the Company, and to the Company alone, in connection with the Transaction. For the avoidance of doubt, our client in this engagement is not: (a) Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP,

7. CONFIDENTIALITY Calderwood & Harkness acknowledges that, in the course of performing the legal services contemplated by this Engagement Letter, the Firm and its attorneys, paraprofessionals, and staff will receive and have access to confidential and proprietary information of Nexford, its subsidiaries, Granite Peak, and other parties to the Transaction. Such information may include, without limitation, financial s

8. DOCUMENT RETENTION Upon completion of the Transaction, Calderwood & Harkness will compile original executed closing documents into a closing binder (or multiple binders, as appropriate), which will be delivered to the Company. Electronic copies of all closing documents will also be made available through the Firm's secure document management portal. Working files, internal memoranda, drafts, attorney notes, and ot

9. TERMINATION Either the Company or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Calderwood & Harkness will take all steps reasonably necessary to protect the Company's interests and to ensure an orderly transition of the matter, consistent with the Firm's professional and ethical obligations. Upon termination of

10. GOVERNING LAW AND DISPUTE RESOLUTION This Engagement Letter, and the relationship between Calderwood & Harkness and the Company arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. In the event of any dispute arising out of or relating to this engagement, including any dispute concerning the Firm's fees or th

11. ACCEPTANCE AND EXECUTION We are grateful for the opportunity to represent Nexford Industrial Holdings Inc. in connection with this significant transaction. If the terms and conditions of this Engagement Letter are acceptable to the Company, please indicate your acceptance by having an authorized representative of the Company sign and date a copy of this letter in the space provided below and return it to the atte

1. Exhibit A: Rate Schedule for Assigned Timekeepers

2. Exhibit B: Firm Wire Instructions for Retainer/Advance (if applicable)

3. Outside Counsel Guidelines Acknowledgment (to be issued under separate cover, dated February 5, 2025) Property Address | Jurisdiction | Appraised Value 1400 Industrial Parkway, Schaumburg, IL 60173 | Cook County, Illinois | $72,000,000 2750 Commerce Drive, Rockford, IL 61109 | Winnebago County, Illinois | $41,000,000 600 Manufacturers Row, Greenville, SC 29607 | Greenville County, South Carolina | $38,000,000 9100