Contract analysis

1. Engagement and Retention Calderwood & Harkness LLP is pleased to confirm its retention by Nexford Industrial Holdings Inc. as issuer's counsel in connection with the proposed issuance by the Company of $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes"). The Add-On Notes will constitute a further issuance of additional notes (commonly referred to as an

2. Scope of Representation Calderwood & Harkness LLP will serve as issuer's counsel in connection with the Offering and will be responsible for the following work streams. The Firm will coordinate with the Company, its officers, its sponsors, the Initial Purchasers (as defined below), and their respective counsel, as necessary to accomplish the objectives of each work stream in a timely and efficient manner. (a) Firs

3. Matters Outside the Scope of This Engagement For the avoidance of doubt, this engagement does not include representation of Nexford in connection with any of the following matters: (a) The negotiation, drafting, or documentation of the acquisition agreement and related transaction documents for the Kessler Acquisition (the "Kessler Purchase Agreement"). We acknowledge that the Company has advised us that Hargrove

4. Staffing The following attorneys will be primarily responsible for this engagement and will constitute the core transaction team: Jennifer Kwon, Partner — Ms. Kwon will serve as the Responsible Partner for this engagement and will have overall supervision of all work performed by the Firm on behalf of the Company in connection with the Offering. Ms. Kwon will serve as the lead attorney on the preparation and deliv

5. Fee Arrangement Fee Cap. The Firm's legal fees for the scope of services described in Section 2 above shall not exceed $475,000 (Four Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"). The Fee Cap covers all attorney time (including partner and associate time) for the engagement through closing of the Offering and delivery of all closing deliverables described in Section 2. The Fee Cap is based on our current

6. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and confirms that, based on information currently available to the Firm, it is not aware of any conflict of interest that would preclude the Firm from representing Nexford Industrial Holdings Inc. in connection with this engagement. Specifically, the Firm notes that it does not currently represent, and has not

7. Client Identity and Communications The Firm's client in this engagement is Nexford Industrial Holdings Inc. The Firm does not represent, and this Engagement Letter does not create an attorney-client relationship with, Nexford Parent Corp., Granite Peak Capital Partners, LP, Granite Peak Capital Fund V, LP, any other fund or affiliate of Granite Peak, or any individual officer, director, or shareholder of any of th

8. Anticipated Timeline The following timeline is anticipated for the principal milestones of the Offering, subject to change based on market conditions, transaction developments, and the availability of required consents and approvals: The foregoing timeline is indicative and is based on information provided by the Company and the Initial Purchasers as of the date of this Engagement Letter. The Firm will work dilige

9. Document Retention The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as in effect from time to time. Upon conclusion of the engagement, the Firm will retain engagement files — including correspondence, working drafts, memoranda, and notes — for a period consistent with applicable professional responsibility rules and the Firm's internal records re

10. Governing Law This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain responsible for payment of all fees and disbursements incurred by the Firm through the date of termination, subject to the Fee Cap for services rendered within the scope of this engagement. The Firm will use commercially reasonable efforts

12. Acceptance and Execution We are pleased to have the opportunity to work with Nexford Industrial Holdings Inc. on this important transaction, and we look forward to a productive engagement. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement by having an authorized representative countersign this Engagement Letter in the space provided below and return a signed copy (includ