Contract analysis

1. Purpose and Scope of Engagement This engagement is undertaken in connection with the Company's upcoming 2022–2023 renewal cycle for both the D&O and product-liability insurance towers. The current policy period for both towers runs from July 1, 2021 through July 1, 2022, with the current policies set to expire on July 1, 2022. The renewal effective date is targeted for July 1, 2022, and accordingly, time is of the

2. Staffing The following attorneys will be assigned to this matter and will comprise the core engagement team: Douglas Fairchild will serve as the responsible partner and primary point of contact for the engagement. Mr. Fairchild will have overall supervisory responsibility for all aspects of the engagement, including the strategic direction of the tower review, the quality and completeness of all deliverables, and

3. Fees and Billing Arrangements Hourly Rates. Consistent with the terms of the Standing Agreement, legal services rendered in connection with this engagement will be billed on an hourly basis at the following rates, which reflect the current rate schedule applicable to the Company: • Partners: $1,150 per hour • Senior Associates (years 5+): $825 per hour • Associates (years 1–4): $625 per hour • Paraprofessionals /

4. Client Identification For purposes of this engagement, the client is Nexford Industrial Holdings Inc., a Delaware corporation. The Firm's duties of loyalty, confidentiality, and diligent representation run to Nexford Industrial Holdings Inc. as the identified client. The Firm does not represent, and this engagement does not create an attorney-client relationship with, any of the following: (a) Any subsidiary of Ne

5. Coordination with Third Parties The Firm anticipates coordinating with the following third parties in connection with this engagement, in each case at the Company's direction and subject to the Company's General Counsel's oversight: Ashford Breckinridge LLP — Nexford's insurance broker of record for both the D&O and product-liability towers. Address: 321 South Plymouth Court, Suite 1500, Chicago, Illinois 60604 Pr

6. Conflict Disclosures The Firm has completed a comprehensive conflicts check as of April 20, 2022, utilizing the Firm's conflicts database and standard conflicts procedures. Based on the results of that check, the Firm confirms the following: The Firm has identified no current adverse representations against Nexford Industrial Holdings Inc., Veltrano Capital Partners Fund IV, LP, Veltrano Capital Partners, LLC, or

7. Document Requests and Company Cooperation To facilitate the efficient conduct of the review, the Firm will issue a detailed document request list identifying the specific categories of documents and information required for each work stream. We anticipate transmitting the initial document request on or about April 28, 2022, with the goal of receiving the initial production of documents by no later than May 12, 202

8. Limitations of Engagement This engagement is limited to the review and analysis of the D&O and product-liability insurance towers as described in Section 1 above. The Company understands and acknowledges that the scope of this engagement does not encompass any of the following: (a) The defense or prosecution of any claim, lawsuit, arbitration, or regulatory proceeding, including the two pending product-liability a

9. Term and Termination This engagement will commence upon execution of this Letter by both parties and will continue through completion of the post-bind policy review following the July 1, 2022 renewal. The Firm anticipates that the substantive work of the engagement will be completed during the period from late April 2022 through approximately August 2022, depending on the timing of the renewal process and the rece

10. Governing Law and Dispute Resolution This Letter, and the Standing Agreement to which it relates, shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. Any dispute arising out of or relating to this engagement, including disputes regarding the Firm's fees, the scope of the engagement, or the quality of the Firm's services, shall

11. Acceptance and Execution Please confirm your agreement to the terms and conditions of this engagement by countersigning this Letter where indicated below and returning an executed copy to our office by email (douglas.fairchild@calderwoodharkness.com) or by mail to the address set forth above. A PDF or other electronic copy of the executed Letter will be sufficient for purposes of confirming the engagement, with o