Contract analysis

I. Purpose of This Letter I am writing in my capacity as Responsible Partner in the Banking & Finance Practice of Calderwood & Harkness LLP in connection with our representation of Nexford Industrial Holdings Inc. ("Nexford" or the "Company") in the proposed $1,400,000,000 senior secured Term Loan B facility (the "Facility") to be arranged by Crescent Harbor Bank, N.A. ("Crescent Harbor"). The purpose of this letter

II. Background and Transaction Summary As you know, the proposed transaction involves a comprehensive refinancing of Nexford's existing senior secured credit facilities and a dividend recapitalization to the Company's private equity sponsor. Specifically, the proceeds of the Facility will be used to: • Refinance existing indebtedness. The Company currently maintains an $875,000,000 first lien senior secured term loan

III. Description of the Commitment Letter A. Parties. The Commitment Letter is between the following parties: (a) Nexford Industrial Holdings Inc., a Delaware corporation, as the Borrower; and (b) Crescent Harbor Bank, N.A., a national banking association organized under the laws of the United States, as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent (in such capacities, the "Commi

IV. Description of the Fee Letter A. Parties. The Fee Letter is between the following parties: (a) Nexford Industrial Holdings Inc., as the Borrower; and (b) Crescent Harbor Bank, N.A., as Sole Lead Left Arranger and Bookrunner, Administrative Agent, and Collateral Agent. The Fee Letter is scheduled for execution on February 18, 2025. The four-day interval between execution of the Commitment Letter and execution of t

V. Execution Mechanics and Procedural Guidance A. Authorization and Signing Authority Pursuant to the resolutions adopted by the Nexford board of directors on January 13, 2025, certain officers of the Company were authorized to negotiate, execute, and deliver the Commitment Letter, the Fee Letter, and all related transaction documents in connection with the proposed refinancing and dividend recapitalization. Based on

1. Nexford will execute two (2) counterparts of the Commitment Letter. Each counterpart should be signed by the designated authorized officer.

2. Crescent Harbor will execute two (2) counterparts of the Commitment Letter through its authorized representative.

3. The Commitment Letter may be executed in counterparts, and delivery of executed counterpart signature pages by PDF or other electronic transmission (including by Brightwater Software or similar electronic signature platform) will be effective for purposes of initial exchange and will constitute valid execution and delivery. Original wet-ink signature pages should follow by overnight courier.

4. C&H will coordinate the exchange of executed signature pages with Whitfield & Gage LLP (Jonathan Ferris, working associate, is coordinating on behalf of Crescent Harbor's counsel). Upon receipt of all executed counterparts, C&H will assemble and circulate fully conformed copies of the Commitment Letter to all parties. We have enclosed the execution-ready copy of the Commitment Letter and a separate signature page

1. Nexford will execute two (2) counterparts of the Fee Letter.

2. Crescent Harbor will execute two (2) counterparts of the Fee Letter.

3. PDF or electronic signature delivery is acceptable for initial exchange, with original wet-ink counterparts to follow by overnight courier.

4. C&H will again coordinate signature page exchange with Whitfield & Gage LLP and will circulate conformed copies upon completion of execution. As noted above, we recommend that the same authorized officer sign both the Commitment Letter and the Fee Letter for consistency purposes. D. Document Delivery Following execution of each document, original signed counterparts should be delivered as follows: • Two (2) origin

VI. Key Considerations and Counsel's Advice We wish to draw the Company's attention to the following key legal and practical considerations in connection with the execution of the Commitment Letter and the Fee Letter. A. Binding Nature of the Commitment Upon execution by Nexford and Crescent Harbor, the Commitment Letter will constitute a binding and enforceable commitment by Crescent Harbor to provide the $1,400,000

VII. Immediate Next Steps Following Execution Upon execution of the Commitment Letter today, the following key milestones and action items are anticipated: C&H will circulate a detailed transaction timeline and comprehensive closing checklist to all parties following execution of the Commitment Letter. The closing checklist will identify all conditions precedent, deliverables, and action items required to be complete

VIII. Enclosures Enclosed with this letter for your review and use are the following documents:

1. Execution-ready copy of the Commitment Letter (clean), dated February 14, 2025;

2. Execution-ready copy of the Fee Letter (clean), for execution on February 18, 2025;

3. Signature page for the Commitment Letter, for execution by Nexford Industrial Holdings Inc.; and

4. Signature page for the Fee Letter, for execution by Nexford Industrial Holdings Inc. Please review each document and the corresponding signature page carefully. If you have any questions or note any discrepancies, please contact us immediately so that we may address them prior to execution.

IX. Request for Confirmation We respectfully request that David Engstrom and Michelle Kaplan confirm, at your earliest convenience: (a) receipt of this letter and the enclosed documents; (b) the identity of the authorized officer who will execute the Commitment Letter on behalf of Nexford; (c) the identity of the authorized officer who will execute the Fee Letter on behalf of Nexford (which we recommend be the same o