Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Nexford Industrial Holdings Inc., a Delaware corporation, with its principal office located at 4200 West Lake Shore Drive, Suite 800, Chicago, Illinois 60604. "Claim Notice" has the meaning set forth in Section 4.1 of this Agreement. "Claimed Amount" has the meaning set forth in Section 4.1 of

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 — Establishment of Escrow Account. Promptly upon execution of this Agreement (and in any event no later than the Closing Date), the Escrow Agent shall establish a segregated escrow account (the "Escrow Account") at a federally insured banking institution selected by the Escrow Agent. The Escrow Account shall be titled: "Commonwealth Escrow Services Inc., as Escrow Agent for Nexford Industrial Holdings Inc

Section 2.2 — Deposit of Escrow Amount. On the Closing Date, Buyer shall cause the deposit of Three Million Dollars ($3,000,000) (the "Escrow Amount") into the Escrow Account by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Exhibit A attached hereto. The Escrow Amount constitutes a portion of the Twenty-Four Million Dollars ($24,000,000) closing cash payme

Section 2.3 — Ownership of Escrow Fund. For all purposes (including, without limitation, federal, state, and local tax purposes), the Escrow Fund shall be treated as the property of the Sellers until such time as all or any portion of the Escrow Fund is distributed to Buyer in satisfaction of indemnification claims in accordance with the terms of this Agreement. The Sellers shall be treated as the owners of the Escro

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.1 — Permitted Investments. The Escrow Agent shall invest and reinvest the Escrow Fund, in whole or in part, in one or more of the following instruments or obligations (collectively, "Permitted Investments"): (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds

Section 3.2 — Income and Losses. All interest, dividends, and other income earned on the Escrow Fund (collectively, "Investment Income") shall be added to, and shall become part of, the Escrow Fund and shall be held and disbursed in accordance with the terms of this Agreement. The Escrow Agent shall not be liable for any loss of principal or Investment Income arising from any investment made in accordance with this A

Section 3.3 — Tax Reporting. (a) The Seller Representative shall provide or cause to be provided to the Escrow Agent a properly completed and executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification) (or any applicable substitute or successor form) for each of the Sellers not later than three (3) business days following the execution of this Agreement. (b) For all tax r

ARTICLE IV — CLAIMS AGAINST THE ESCROW FUND

Section 4.1 — Claim Notices. At any time during the Escrow Period, Buyer may submit a claim against the Escrow Fund by delivering a written notice (a "Claim Notice") to the Escrow Agent and the Seller Representative. Each Claim Notice shall set forth with reasonable specificity the following: (a) the nature of the indemnification claim being asserted under the Purchase Agreement, including a statement that the claim

Section 4.2 — Response to Claim Notices. Within thirty (30) days following receipt of a Claim Notice by the Seller Representative (the "Response Period"), the Seller Representative shall deliver a written response to the Escrow Agent and Buyer either: (a) accepting the Claim Notice in its entirety or in part, specifying in reasonable detail the amount of the Claimed Amount that is accepted (the "Accepted Amount"); or

Section 4.3 — Resolution of Accepted Claims. To the extent a Claim Notice is accepted (or deemed accepted pursuant to Section 4.2) by the Seller Representative, the Escrow Agent shall, within five (5) business days following the date of such acceptance (or, in the case of a deemed acceptance, within five (5) business days following the expiration of the Response Period), distribute the Accepted Amount (or, in the cas

Section 4.4 — Resolution of Disputed Claims. (a) Good Faith Negotiation. If a Claim Notice (or any portion thereof) is disputed by the Seller Representative, Buyer and Seller Representative shall negotiate in good faith for a period of thirty (30) days following the Escrow Agent's receipt of the Seller Representative's written response disputing such Claim Notice (the "Negotiation Period") in an effort to resolve the

Section 4.5 — Joint Written Directions. The Escrow Agent may rely conclusively, and shall be fully protected in relying, upon any Joint Written Direction that bears the signature of both (a) an authorized officer of Buyer and (b) the Seller Representative (or any successor Seller Representative appointed in accordance with Section 7.4). The Escrow Agent shall have no duty or obligation to inquire into, investigate, o

ARTICLE V — RELEASE AND DISTRIBUTION OF ESCROW FUND

Section 5.1 — Scheduled Release. On or promptly after the Release Date, and in no event later than five (5) business days following the Release Date (April 24, 2025), the Escrow Agent shall distribute to the Seller Representative, for the account of the Sellers, the entire balance of the Escrow Fund then remaining in the Escrow Account, less the aggregate amount of any Pending Claims retained in the Escrow Account pu

Section 5.2 — Pending Claims Reserve. If, as of the Release Date, there exist one or more outstanding and unresolved Claim Notices that have been delivered by Buyer to the Escrow Agent and the Seller Representative in accordance with Section 4.1 but that have not yet been fully resolved in accordance with Sections 4.2 through 4.4 (each, a "Pending Claim"), the Escrow Agent shall retain in the Escrow Account an amount

Section 5.3 — Manner of Distribution. All distributions from the Escrow Fund shall be made by wire transfer of immediately available funds to the accounts designated by the recipient in writing to the Escrow Agent. The wire transfer instructions for Buyer and for the Seller Representative (on behalf of the Sellers) are set forth on Exhibit A attached hereto. Each of Buyer and Seller Representative may update its wire

Section 6.1 — Duties and Responsibilities. The Escrow Agent's duties and obligations hereunder are purely ministerial in nature and shall be determined solely by the express provisions of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge of, or any duties or responsibilities under, any other agreement or document, including, without limitation, the Pu

Section 6.2 — Reliance. The Escrow Agent may rely on, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, direction, request, waiver, consent, receipt, certificate, affidavit, or other document or instrument furnished to it hereunder that the Escrow Agent believes in good faith to be genuine and to have been signed, executed, or presented by the proper party or part

Section 6.3 — Liability; Limitation. The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, except to the extent that any such action or omission is determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from the Escrow Agen

Section 6.4 — Compensation and Expenses. Buyer shall pay the Escrow Agent's fees for its services under this Agreement in accordance with the fee schedule set forth on Schedule A attached hereto. Buyer shall also reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties under this Agreement, including, without limi

Section 6.5 — Indemnification of Escrow Agent. Buyer and Seller Representative (on behalf of the Sellers), jointly and severally (as between Buyer, on the one hand, and the Sellers, on the other hand, with each side bearing fifty percent (50%) of any indemnification obligation arising under this Section 6.5), agree to indemnify, defend, and hold harmless the Escrow Agent and its respective directors, officers, employ

Section 6.6 — Resignation and Removal. (a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time upon not less than thirty (30) days' prior written notice to Buyer and Seller Representative. Such resignation shall not take effect until the appointment of a successor escrow agent and the transfer of the Escrow Fund to such successor, or as otherwise provided in Secti

Section 6.7 — Conflicting Instructions; Interpleader. (a) Conflicting Instructions. If the Escrow Agent receives instructions, directions, or demands from Buyer, on the one hand, and the Seller Representative, on the other hand, that are in conflict or are otherwise inconsistent with each other or with the terms of this Agreement, the Escrow Agent shall be entitled to refrain from taking any action (other than to con

ARTICLE VII — SELLER REPRESENTATIVE

Section 7.1 — Appointment and Authority. Gerald T. Brennan is hereby confirmed as the Seller Representative, duly authorized and empowered to act on behalf of all Sellers (Gerald T. Brennan, Sandra L. Brennan, and Derek J. Kopp) for all purposes under this Agreement. The Seller Representative's authority under this Agreement includes, without limitation, the power and authority to: (a) receive and respond to Claim No

Section 7.2 — Binding Effect. All decisions, actions, consents, waivers, and instructions made or given by the Seller Representative pursuant to this Agreement shall be final and binding upon all Sellers, and each Seller, by virtue of the authorization granted to the Seller Representative in Section 11.14 of the Purchase Agreement, has irrevocably consented to the appointment and authority of the Seller Representativ

Section 7.3 — Liability and Indemnification of Seller Representative. The Seller Representative shall not be personally liable to any Seller for any action taken or omitted to be taken by the Seller Representative in good faith in his capacity as Seller Representative under this Agreement, except to the extent that such action or omission constitutes gross negligence or willful misconduct. The Sellers shall, severall

Section 7.4 — Successor Seller Representative. If Gerald T. Brennan is unable or unwilling to continue to serve as Seller Representative (by reason of death, disability, resignation, or otherwise), a successor Seller Representative shall be appointed by a majority-in-interest of the Sellers (determined by reference to their respective membership interests in the Company). Promptly following any such appointment, writ

ARTICLE VIII — RELATIONSHIP TO PURCHASE AGREEMENT AND R&W INSURANCE

Section 8.1 — Relationship to Purchase Agreement. This Agreement is entered into pursuant to, and is subject to, the terms of the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall control and govern; provided, however, that the duties, obligations, and liabilities of th

Section 8.2 — R&W Insurance. The Parties acknowledge that Buyer has obtained a representation and warranty insurance policy (Policy No. SSI-RW-2023-04718) issued by Sentinel Specialty Insurance Company (the "R&W Insurance Policy") with a policy limit of Nine Million Dollars ($9,000,000) and a retention amount of Seven Hundred Fifty Thousand Dollars ($750,000). The retention under the R&W Insurance Policy shall be sat

Section 8.3 — No Third-Party Beneficiaries (Escrow Fund). This Agreement does not create any rights in, and is not intended to benefit, any third party (including, without limitation, Sentinel Specialty Insurance Company, the Company, or any creditor, employee, or other person) against the Escrow Fund or any Party to this Agreement, except as expressly set forth herein. No person other than the Parties to this Agreem

Section 9.1 — Notices. All notices, requests, demands, claims, consents, waivers, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective: (i) when delivered personally to the recipient; (ii) one (1) business day after being deposited with a nationally recognized overnight courier service (with confirmation of delivery); (iii) thr

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of laws rules, principles, or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 10.2 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising

Section 10.3 — Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINIST

Section 10.4 — Amendments and Waivers. This Agreement may not be amended, supplemented, or otherwise modified except by a written instrument executed by each of Buyer, Seller Representative, and Escrow Agent. No waiver of any provision of this Agreement, or any right, remedy, or power hereunder, shall be effective unless set forth in a written instrument signed by the Party or Parties against whom such waiver is to b

Section 10.5 — Entire Agreement. This Agreement (including the Schedules and Exhibits attached hereto), together with the Purchase Agreement and the other agreements, instruments, and documents delivered in connection with the Purchase Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, of

Section 10.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties; provided, howe

Section 10.7 — Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means (including by email transmission of a PDF copy or by electronic signature using Brightwater Softwar

Section 10.8 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall nego

Section 10.9 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. All references to articles, sections, schedules, and exhibits shall refer to articles, sections, schedules, and exhibits of and to this Agreement unless otherwise specified.

Section 10.10 — Termination. This Agreement shall terminate automatically, without the need for any further action by any Party, upon the distribution of the entire Escrow Fund in accordance with the terms of this Agreement, at which point the Escrow Agent shall be fully discharged from all duties and obligations hereunder; provided, however, that the indemnification obligations of Buyer and Seller Representative in

I. Buyer Wire Instructions (For Distributions to Buyer) Account Name: Nexford Industrial Holdings Inc. Bank: Greystone National Bank, N.A. Bank Address: 500 West Madison Street, Suite 2800, Chicago, Illinois 60661 ABA/Routing Number: 071-923-456 Account Number: 8840-2271-55 SWIFT Code: GRSTUS44 Reference: Pinnacle Escrow / Indemnification Claim

II. Seller Representative Wire Instructions (For Release Distributions to Sellers) All release distributions from the Escrow Fund payable to the Sellers shall be made in the following proportions to the accounts designated below: Gerald T. Brennan (65% of release amounts): Account Name: Gerald T. Brennan Bank: First Midwest Community Bank Bank Address: 200 East Main Street, Hammond, Indiana 46324 ABA/Routing Number:

III. Escrow Agent Account (For Initial Deposit of Escrow Amount) Account Name: Commonwealth Escrow Services Inc. FBO Nexford / Pinnacle Indemnification Escrow Bank: Greaves Bancorp Bank Address: 383 Madison Avenue, New York, New York 10179 ABA/Routing Number: 021-000-021 Account Number: 9923-7741-08 SWIFT Code: CHASUS33 Reference: Nexford-Pinnacle Escrow Agreement dated October 24, 2023 Wire transfer instructions may