Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to present a preliminary fee and disbursement budget for Drummond & Fenwick LLP's ("C&H" or the "Firm") representation of Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") in connection with a $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility"). Crescent Harbor Bank, N.A. will serve as lead left

II. Staffing and Billing Rates A. Team Composition and Hourly Rates The following table sets forth the anticipated staffing for this engagement, including each timekeeper's role and applicable hourly rate. These rates are consistent with C&H's current standard rate schedule and with the engagement letter executed on February 3, 2025. The staffing model reflects the Firm's standard approach to leveraged finance transa

III. Budget by Workstream This section presents a detailed breakdown of the anticipated scope of work, estimated hours, and estimated fees for each of thirteen workstreams that together comprise the full scope of C&H's representation of Nexford in connection with the Term Loan B and Dividend Recap. The workstreams are organized chronologically and functionally, though in practice there will be significant overlap and

I. Workstream 9: Closing Certificates, Resolutions, and Officer Deliverables Scope of Work. This workstream covers the preparation of all closing certificates, board and manager resolutions, and officer deliverables required as conditions precedent to the closing of the Facility. The principal documents to be prepared include: • Closing Certificate of the Borrower: A certificate delivered by the Borrower at closing c

IV. Budget Summary Table The following table summarizes the estimated professional fees for each of the thirteen workstreams described above: The midpoint of the estimated fee range is approximately $1,122,500, which we believe represents a reasonable estimate for a transaction of this size and complexity. The two largest workstreams — Credit Agreement Drafting and Negotiation (Workstream 3) and Security/Guarantee/Pl

V. Estimated Disbursements The following table sets forth the estimated out-of-pocket disbursements that C&H expects to incur in connection with this engagement. All disbursements will be billed to the client in accordance with the engagement letter and the client's outside counsel guidelines. Note: Mortgage recording taxes and title insurance premiums for the four mortgaged properties (1400 Industrial Parkway, Schau

VI. Total Estimated Budget The following table summarizes the total estimated budget for C&H's representation of Nexford in connection with the Term Loan B refinancing and Dividend Recap: For informational purposes only, the estimated local counsel fees (which are billed separately and are not within C&H's control) are as follows: • Hargrove & Whitmore LLP (Illinois local counsel — enforceability opinions, mortgage f

VII. Assumptions and Qualifications This budget estimate is based on the following assumptions and qualifications, each of which, if no longer applicable, could result in a material increase or decrease in the estimated fees and disbursements:

1. Single-Tranche Facility. The budget assumes a single-tranche Term Loan B facility in the amount of $1,400,000,000, with no revolving credit facility being established at closing. If the transaction structure is modified to include a revolving credit facility or an additional term loan tranche, additional documentation, negotiation, and opinion work would be required, and the budget would increase accordingly.

2. Number of Mark-Up Rounds. The budget assumes three rounds of credit agreement mark-ups and two rounds each for the guarantee, security, and pledge agreements. If additional rounds of mark-ups are required — whether due to extended negotiations, the involvement of additional syndicate members, or changes in the commercial terms — the credit agreement and security documentation workstream budgets would increase.

3. Single Intercreditor Agreement. The budget assumes the negotiation and execution of one intercreditor agreement (first lien / unsecured only), governing the relationship between the Term Loan B secured parties and the holders of the existing Senior Unsecured Notes. A first lien / second lien intercreditor agreement is not anticipated for this transaction. Should such an agreement become necessary — for example, if

4. Number of Loan Parties. The budget assumes 13 Loan Parties: the Borrower, Holdings, and 11 Subsidiary Guarantors. The addition of new subsidiary guarantors, whether as a result of diligence findings or changes to the corporate structure, would increase the workload and fees associated with guarantees, pledges, UCC filings, good standing certificates, resolutions, and closing certificates.

5. Post-Closing Mortgage Delivery. The budget assumes that all mortgages will be recorded and all title insurance policies will be delivered to the Administrative Agent on or before the post-closing deadline of April 30, 2025. Extensions of this deadline, complications arising during the recording process, or title defects requiring additional analysis or curative work would increase post-closing costs.

6. No Material Diligence Issues. The budget assumes that no material litigation, regulatory, or environmental issues arise during the course of due diligence that require extended analysis, additional memoranda, or separate legal proceedings. The Phase I Environmental Site Assessments and the litigation docket are assumed to be reasonably clean based on preliminary discussions with Nexford's management.

7. No Regulatory Filings. The budget does not include any regulatory filings or antitrust clearances, as none are required in connection with a refinancing and dividend recapitalization of this nature.

8. Budget Updates. This budget is preliminary and will be updated at two key milestones: (a) upon completion of the term sheet phase (Workstream 1), and (b) upon receipt and initial review of the first draft credit agreement from W&G, which is expected on or about February 24, 2025. Subsequent updates may be provided as appropriate based on developments in the negotiation and diligence processes.

9. Client Outside Counsel Guidelines. All estimates are subject to Nexford's outside counsel guidelines as acknowledged in C&H's engagement letter dated February 5, 2025. To the extent that any billing adjustments are required to conform to those guidelines, the budget will be adjusted accordingly.

VIII. Billing Arrangements The billing arrangements for this engagement are as follows: • Billing Basis: Standard hourly billing in accordance with the rates set forth in Section II above and as stated in C&H's engagement letter dated February 3, 2025. • Billing Partner: Ian Blackwood. • Invoice Frequency: Invoices will be rendered on a monthly basis, with time entries submitted by all timekeepers within five busines

IX. Approval and Next Steps The following actions are requested in connection with this budget memorandum:

1. Partner Review and Approval. Claudia Merritt is requested to review and approve the budget ranges set forth herein. If any workstream estimates require adjustment based on Claudia's assessment of the expected negotiation dynamics or other factors, we will revise the budget accordingly.

2. Billing Arrangement Confirmation. Ian Blackwood is requested to confirm that the billing arrangements described in Section VIII above are aligned with the client's outside counsel guidelines and with any supplemental billing instructions that may have been received.

3. Client Communication. If required by the client or by the terms of the engagement letter, this budget (or a summary version thereof in a format agreed upon with the client) will be communicated to David Engstrom, General Counsel, and Priya Mehta, Vice President, Treasury, at Nexford. Marcus Leung will coordinate the preparation of any client-facing budget summary upon direction from Claudia Merritt.

4. First Budget Check-In. The first formal budget check-in will occur upon completion of Workstream 1 (Term Sheet / Commitment Letter Phase), which is expected to conclude in mid-February 2025. At that time, we will compare actual time incurred against the Workstream 1 estimate and will assess whether any adjustments to subsequent workstream estimates are warranted.

5. Second Budget Update. The budget will be formally revisited upon receipt and initial review of the first draft credit agreement from W&G, which is anticipated on or about February 24, 2025. This is a critical milestone, as the scope and complexity of the credit agreement will have a significant bearing on the largest workstream budget (Workstream 3) and on several related workstreams. We are available to discuss t

1. Term Sheet / Commitment Letter | $55,000 | $70,000

2. Due Diligence | $135,000 | $175,000

3. Credit Agreement Drafting & Negotiation | $210,000 | $260,000

4. Security / Guarantee / Pledge Documents | $170,000 | $210,000

5. UCC Filings & Lien Perfection | $40,000 | $55,000

6. Intercreditor Agreement | $40,000 | $50,000

7. Mortgage / Real Property Collateral | $40,000 | $55,000

8. Legal Opinions | $55,000 | $70,000