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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

February 7, 2025

Catherine Ellsworth, Esq. Lead Partner, Corporate Briarcliff Legal Group PA 1000 North King Street Wilmington, DE 19801

Re: Engagement as Delaware Local Counsel — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization Calderwood & Harkness LLP Matter No. 1005-00001

Dear Ms. Ellsworth:

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP ("C&H," "we," or "us") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a $1,400,000,000 senior secured Term Loan B credit facility (the "Facility" and, together with all related transactions described herein, the "Transaction"). Nexford is a diversified industrial manufacturing company with operations across the United States and Canada, and is a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"). The Sponsor holds its equity interest in the Borrower through Granite Peak NIH Holdings, LLC, a Delaware limited liability company and the direct parent of Nexford (the "Holdings").

The proceeds of the Facility will be used to (i) refinance in full Nexford's existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A., as administrative agent for the lenders thereunder, (ii) fund a dividend recapitalization of approximately $335,000,000 to be distributed to the Holdings for further upstream distribution to the Sponsor and its affiliated co-investment vehicles, and (iii) pay transaction fees and expenses (including arrangement fees, legal fees, advisory fees, and other customary costs associated with the Transaction) and provide cash to the balance sheet for general corporate purposes. Crescent Harbor Bank, N.A. is serving as lead left arranger, administrative agent, and collateral agent for the Facility.

We are writing to formally engage Briarcliff Legal Group PA ("Briarcliff" or "you") as Delaware local counsel to C&H and, by extension, to the Borrower in connection with the Transaction. We have selected Briarcliff based on the firm's well-established expertise in Delaware corporate and entity law and its extensive experience in delivering legal opinions in connection with leveraged finance transactions of this nature and complexity.

The target closing date for the Transaction is March 28, 2025. Given the complexity of the Transaction and the number of Delaware-organized entities involved, we anticipate that Briarcliff's engagement will begin promptly upon execution of this letter and will require close coordination with the C&H deal team throughout the pre-closing period.

This letter sets forth the terms and conditions of Briarcliff's engagement, including the scope of services to be performed, the fee arrangements, the timeline for deliverables, and the protocols for coordination and communication among the various parties and their respective counsel.

2. Scope of Engagement

The scope of Briarcliff's engagement as Delaware local counsel is described below. Each element of the engagement is material to the successful closing of the Transaction, and we expect Briarcliff to devote the resources and attention necessary to satisfy each requirement within the timeline set forth in Section 5 of this letter.

2.1 Delaware Law Entity Opinions

Briarcliff will be asked to deliver one or more legal opinions (collectively, the "Delaware Opinions"), addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, on behalf of the Lenders under the Facility, covering the following matters with respect to each of the Delaware-organized Loan Parties identified in Section 2.2 below:

(a) Due Organization and Valid Existence. That each such Delaware-organized Loan Party is a corporation or limited liability company, as applicable, duly organized and validly existing under the laws of the State of Delaware.

(b) Good Standing. That each such Delaware-organized Loan Party is in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing or status issued by the Delaware Secretary of State dated within five (5) business days of the closing date (which certificate Briarcliff will obtain and attach to the opinion as described in Section 2.4 below).

(c) Power and Authority. That each such Delaware-organized Loan Party has the corporate or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under the Transaction documents to which it is a party, including without limitation the Credit Agreement, the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, and all related ancillary documents (collectively, the "Loan Documents").

(d) Due Authorization. That the execution, delivery, and performance by each such Delaware-organized Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action on the part of such entity, including any requisite approval of the board of directors, managers, or members, as applicable.

(e) Due Execution and Delivery. That each such Delaware-organized Loan Party has duly executed and delivered the Loan Documents to which it is a party.

The precise form and content of the Delaware Opinions, including any assumptions, qualifications, and limitations customary in connection with opinions of this nature, will be determined in consultation with C&H and will be consistent with the guidelines of the Legal Opinions Committee of the American Bar Association's Business Law Section and the Delaware State Bar Association's Committee on Legal Opinions, to the extent applicable. C&H anticipates providing Briarcliff with a detailed form of opinion instruction letter and model opinion in mid-March 2025, as further described in Section 5.

2.2 Delaware-Organized Loan Parties Covered

The Delaware-organized entities for which opinions will be required under this engagement are as follows:

With respect to Entity No. 7, Nexford International Holdings, Inc. serves as the domestic holding company for Nexford's Canadian operations and is structured as a "CFC Holdco" for United States federal income tax purposes. The equity pledge with respect to this entity is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company. Briarcliff's opinion with respect to Nexford International Holdings, Inc. should cover the entity-level matters described in Section 2.1 but will not address Canadian law matters.

For the avoidance of doubt, the following non-Delaware entities are outside the scope of the Delaware local counsel opinion and will be addressed by local counsel in the respective jurisdictions of their organization:

• Nexford Manufacturing Services, LLC — organized under the laws of the State of Illinois

• Clearfield Tool & Die, Inc. — organized under the laws of the Commonwealth of Pennsylvania

• Summit Industrial Fabrication Co. — organized under the laws of the State of South Carolina

• Ridgepoint Specialty Coatings, LLC — organized under the laws of the State of Texas

• Lakeshore Precision Engineering, Inc. — organized under the laws of the State of Michigan

Illinois local counsel opinions will be rendered by Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Robert Kimura, lead partner). Arrangements for other state local counsel are being separately coordinated by C&H.

Additionally, the following foreign subsidiaries are excluded entirely from the scope of this engagement:

• Nexford Canada Holdings ULC — organized under the laws of the Province of British Columbia, Canada

• Nexford Canada Manufacturing, Inc. — organized under the laws of the Province of Ontario, Canada

2.3 Additional Delaware Law Matters

In addition to the Delaware Opinions described in Section 2.1, Briarcliff's scope of engagement includes the following additional Delaware law matters:

(a) Enforceability of Organizational Documents. As may be requested by C&H, opining on the enforceability under the laws of the State of Delaware of the organizational documents (including certificates of incorporation, certificates of formation, bylaws, and limited liability company agreements, as applicable) of each of the Delaware-organized Loan Parties. C&H will provide Briarcliff with copies of all relevant organizational documents as they are obtained or made available by the Borrower.

(b) Review and Confirmation of Certified Copies. Reviewing and confirming the accuracy and completeness of certified copies of organizational documents obtained from the Delaware Secretary of State for each Delaware-organized Loan Party, including certificates of incorporation and amendments thereto, certificates of formation and amendments thereto, and any certificates of merger, conversion, or other organizational filings.

(c) No-Violation Confirmation. Confirming that the execution and delivery of the Transaction documents by each Delaware-organized Loan Party, and the performance of the obligations thereunder, do not violate any provision of the organizational documents of any such Delaware-organized Loan Party. This confirmation may be rendered as part of the Delaware Opinions or in a separate letter, at C&H's discretion.

(d) Other Delaware Law Matters. Addressing such other Delaware law matters as C&H or the Administrative Agent's counsel, Whitfield & Gage LLP (lead partner: Margaret Ashby; working associate: Jonathan Ferris), may reasonably request in connection with the closing of the Transaction, including without limitation questions relating to the Delaware Limited Liability Company Act, the Delaware General Corporation Law, and the Delaware Uniform Commercial Code, in each case as applicable to the Delaware-organized Loan Parties and their obligations under the Loan Documents.

2.4 Good Standing Certificates and Certified Document Retrieval

As part of this engagement, Briarcliff will be responsible for the following document retrieval services in connection with the Delaware-organized Loan Parties:

(a) Good Standing Certificates. Ordering and delivering certificates of good standing (or certificates of status, as applicable) from the Delaware Secretary of State for each of the seven (7) Delaware-organized Loan Parties identified in Section 2.2. Each such certificate must be dated within five (5) business days of the closing date (currently targeted for March 28, 2025). Briarcliff should order these certificates sufficiently in advance to ensure timely receipt and should account for any potential processing delays at the Delaware Secretary of State's office.

(b) Certified Copies of Organizational Documents. Ordering and delivering certified copies of the certificates of incorporation (and all amendments thereto) and certificates of formation (and all amendments thereto) from the Delaware Secretary of State for each Delaware-organized Loan Party, as applicable. These certified copies will be required as closing deliverables and will also serve as the basis for certain of the assumptions and reliances in the Delaware Opinions.

All costs associated with the ordering and retrieval of good standing certificates and certified organizational documents (including expedited processing fees, if applicable) will be treated as reimbursable out-of-pocket expenses in accordance with Section 7 of this letter.

3. Transaction Overview

To provide Briarcliff with necessary context for the engagement, the following is a summary of the material terms and structure of the Transaction. This summary is for informational purposes only and is based on the commitment letter and term sheet currently in effect; the definitive terms will be set forth in the Credit Agreement and related Loan Documents, drafts of which will be provided to Briarcliff as they become available.

Transaction Type: Senior secured Term Loan B credit facility — refinancing and dividend recapitalization.

Facility Amount: $1,400,000,000.

Maturity: Seven (7) years from the closing date, maturing on March 28, 2032.

Interest Rate: Term SOFR (as defined in the Credit Agreement) plus 400 basis points per annum, subject to a SOFR floor of 0.75%.

Amortization: 1.00% per annum of the original principal amount of the Facility, payable quarterly in equal installments of $3,500,000, with the balance due at maturity.

Administrative Agent / Collateral Agent: Crescent Harbor Bank, N.A., 320 Federal Street, Boston, Massachusetts 02110.

Agent's Counsel: Whitfield & Gage LLP, 51 West 52nd Street, New York, New York 10019 (Margaret Ashby, lead partner; Jonathan Ferris, working associate).

Borrower's Counsel: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017 (Claudia Merritt, responsible partner; Ian Blackwood, billing partner; Marcus Leung, lead associate; Sophie Tremblay, working associate).

Sponsor's Counsel: Kellner Brandt & Associates LLP, 900 Third Avenue, New York, New York 10022 (Patricia Voss, lead partner).

Illinois Local Counsel (for Borrower): Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Robert Kimura, lead partner).

Delaware Local Counsel (for Borrower): Briarcliff Legal Group PA, 1000 North King Street, Wilmington, Delaware 19801 (Catherine Ellsworth, lead partner).

Governing Law of Credit Agreement and Loan Documents: State of New York.

The Delaware Opinions to be rendered by Briarcliff will address Delaware law aspects of the Transaction only, as described in Section 2. C&H will separately render the New York law enforceability opinions, the security interest creation and perfection opinions (including under Article 9 of the Uniform Commercial Code as in effect in the State of New York and the State of Delaware, as applicable), and such other opinions as the Administrative Agent's counsel may require from lead counsel to the Borrower.

4. Key Transaction Documents

The following is a list of the principal Transaction documents that are expected to be executed and delivered in connection with the closing of the Facility. C&H will provide Briarcliff with copies of all documents to which the Delaware-organized Loan Parties are parties, as well as such other documents as may be relevant to the rendering of the Delaware Opinions:

(a) Credit Agreement (the "NIH Credit Agreement — Execution Version") among Nexford Industrial Holdings Inc., as the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.

(b) Guarantee Agreement among the Guarantors and Crescent Harbor Bank, N.A., as Collateral Agent.

(c) Security Agreement (personal property) among the Borrower, the Guarantors, and Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority security interest in substantially all personal property of the Borrower and the Guarantors, subject to customary exceptions.

(d) Holdings Pledge Agreement (Granite Peak NIH Holdings, LLC pledging 100% of the equity interests in Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., as Collateral Agent).

(e) Borrower Pledge Agreement (Nexford Industrial Holdings Inc. pledging the equity interests in each of its direct domestic subsidiaries to Crescent Harbor Bank, N.A., as Collateral Agent).

(f) Subsidiary Pledge Agreements (each Subsidiary Guarantor pledging the equity interests in its direct subsidiaries, if any, to Crescent Harbor Bank, N.A., as Collateral Agent).

(g) CFC Holdco Limited Pledge Agreement (Nexford International Holdings, Inc. pledging 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC to Crescent Harbor Bank, N.A., as Collateral Agent).

(h) intellectual Property Security Agreement covering patents, trademarks, copyrights, and related intellectual property of the Borrower and the Guarantors.

(i) Intercreditor Agreement (First Lien / Unsecured) among Crescent Harbor Bank, N.A. (in its capacity as First Lien Collateral Agent) and Pinnacle Trust Company (in its capacity as trustee under Nexford's outstanding unsecured senior notes).

(j) UCC-1 Financing Statements to be filed with the Delaware Secretary of State for each Delaware-organized Loan Party, as debtor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, as secured party.

Additional Transaction documents may be identified as the documentation process progresses, and C&H will promptly advise Briarcliff of any additions or modifications to the document list that may affect the scope of the Delaware Opinions.

5. Timeline and Deliverables Schedule

The following timeline sets forth the key milestones and deliverable dates for Briarcliff's engagement. Briarcliff should treat each date as a firm deadline, and should promptly notify C&H of any anticipated difficulty in meeting any such deadline.

Briarcliff should plan for at least one round of comments from C&H and potentially from the Administrative Agent's counsel, Whitfield & Gage LLP, on the preliminary draft opinions between March 20 and March 28, 2025. In the event the closing date is advanced or postponed, C&H will promptly notify Briarcliff and the timeline will be adjusted accordingly.

Following the closing, Briarcliff will remain available through April 30, 2025 to address any supplemental Delaware law questions that may arise in connection with post-closing deliverables, including without limitation the perfection of security interests, the filing of UCC continuation statements, or the delivery of any additional organizational documents or certifications required under the Credit Agreement.

6. Coordination and Reporting

All work performed by Briarcliff under this engagement will be performed under the direction of, and in close coordination with, the C&H engagement team. The members of the C&H engagement team and their respective roles are as follows:

Claudia Merritt — Responsible Partner, Banking & Finance. Ms. Merritt has overall responsibility for the Transaction and will be involved in all significant decisions relating to the Delaware Opinions and other deliverables.

Ian Blackwood — Billing Partner, Banking & Finance. Mr. Blackwood is responsible for fee and billing matters relating to the Transaction, including the review and approval of Briarcliff's invoices.

Marcus Leung — Lead Associate, Banking & Finance. Mr. Leung is the primary day-to-day contact for Briarcliff on all matters relating to this engagement. All draft opinions, good standing certificates, certified organizational documents, and other deliverables should be submitted to Mr. Leung in the first instance. Mr. Leung can be reached at (212) 558-4127 and marcus.leung@calderwoodharkness.com.

Sophie Tremblay — Working Associate, Banking & Finance. Ms. Tremblay will assist Mr. Leung in the day-to-day management of the engagement and should be copied on all communications and deliverables. Ms. Tremblay can be reached at (212) 558-4293 and sophie.tremblay@calderwoodharkness.com.

All draft opinions, good standing certificates, and other deliverables prepared by Briarcliff in connection with this engagement should be provided to both Marcus Leung and Sophie Tremblay at C&H. Briarcliff should direct all questions and requests for clarification to the C&H engagement team in the first instance.

Important — Communication Protocol: Briarcliff should not communicate directly with the Administrative Agent (Crescent Harbor Bank, N.A.), the Administrative Agent's counsel (Whitfield & Gage LLP), the Sponsor's counsel (Kellner Brandt & Associates LLP), or any other party to the Transaction except as expressly authorized by C&H in advance and in writing. This restriction is necessary to ensure consistency of communications and the orderly management of the Transaction documentation process. All requests from the Administrative Agent's counsel or any other party relating to the Delaware Opinions or other Briarcliff deliverables will be channeled through C&H.

C&H will provide Briarcliff with copies of all relevant Transaction documents, organizational documents (including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and resolutions), and other materials as they become available during the course of the Transaction. Briarcliff should promptly review all documents received and notify C&H of any issues, questions, or concerns arising from such review.

7. Fee Arrangements

Briarcliff's fees and expenses for this engagement will be billed directly to Nexford Industrial Holdings Inc. through Calderwood & Harkness LLP, using the following billing code for all invoices: IBL-NIH-2025-031. All invoices should reference this billing code, as well as the C&H Matter Number set forth in the "Re" line of this letter.

Within five (5) business days of Briarcliff's acceptance of this engagement, Briarcliff is requested to provide C&H with a detailed fee estimate for the full scope of work described in this letter, including an estimate of anticipated out-of-pocket expenses. The fee estimate should be broken down by category of service (e.g., opinion preparation and delivery, good standing certificate and certified document retrieval, post-closing availability) and should identify the timekeepers expected to work on the engagement, together with their respective billing rates.

Briarcliff will submit invoices to C&H on a monthly basis, or alternatively, may submit a single invoice upon completion of the engagement, at Briarcliff's election. All invoices must be submitted to C&H for review and approval before submission to the client. Invoices should contain reasonable detail of the services rendered, including descriptions of the tasks performed, the time expended by each timekeeper, the applicable billing rate, and an itemization of all disbursements incurred.

Out-of-pocket expenses, including without limitation good standing certificate fees, certified copy fees, filing fees for UCC financing statements, overnight delivery charges, and other reasonable and customary disbursements, will be reimbursed at cost upon submission of appropriate documentation. Briarcliff should not incur any single out-of-pocket expense in excess of $500 without prior approval from C&H.

Briarcliff agrees to comply with Nexford's outside counsel guidelines (the "OCGs"), a copy of which C&H will provide to Briarcliff upon request. The OCGs address, among other matters, billing practices, staffing requirements, diversity reporting, and data security standards applicable to outside counsel retained in connection with Nexford matters. To the extent any provision of the OCGs conflicts with the terms of this engagement letter, the terms of this engagement letter shall control unless otherwise agreed by C&H in writing.

8. Conflicts

Before commencing work under this engagement, Briarcliff is asked to confirm that it has conducted a thorough conflicts check with respect to the following parties and their known affiliates, and has identified no actual or potential conflict of interest that would preclude or limit Briarcliff's ability to serve as Delaware local counsel in connection with the Transaction:

• Nexford Industrial Holdings Inc.

• Granite Peak NIH Holdings, LLC

• Granite Peak Capital Partners, LP

• Granite Peak Capital Fund IV, LP

• GP Fund IV Co-Invest, LP

• Crescent Harbor Bank, N.A.

• Atlas Meridian Bank, N.A.

• Whitfield & Gage LLP

• Kellner Brandt & Associates LLP

• Pinnacle Trust Company

• Nexford Precision Components, Inc.

• Nexford Engineered Systems, LLC

• Nexford Coatings & Surface Technologies, Inc.

• Nexford Properties, LLC

• Nexford International Holdings, Inc.

• Nexford Manufacturing Services, LLC

• Clearfield Tool & Die, Inc.

• Summit Industrial Fabrication Co.

• Ridgepoint Specialty Coatings, LLC

• Lakeshore Precision Engineering, Inc.

The foregoing list includes both the Delaware-organized Loan Parties for which Briarcliff will render opinions and the non-Delaware entities that form part of the broader Nexford corporate family, as well as the key financial institutions, sponsors, and law firms involved in the Transaction. If any actual or potential conflict of interest is identified, whether arising from Briarcliff's current or former representation of any of the foregoing parties or from any other circumstance, Briarcliff should notify C&H immediately so that the parties may discuss whether the conflict can be appropriately addressed through a waiver or other means, or whether alternative arrangements are necessary.

9. Confidentiality

All information, documents, and materials provided by C&H, Nexford, or any other party to the Transaction in connection with this engagement are confidential and proprietary. Briarcliff agrees to maintain the strictest confidentiality with respect to all Transaction-related information and documents, and shall not disclose any such information to any third party without the prior written consent of C&H. This obligation extends to the existence and terms of this engagement, the identity of the parties, the structure and terms of the Transaction, and all financial, business, legal, and other information received by Briarcliff in the course of performing services hereunder.

Briarcliff shall implement and maintain appropriate safeguards, consistent with prevailing professional standards and applicable data security requirements, to protect the confidentiality and security of all Transaction-related information in its possession, custody, or control. Briarcliff shall promptly notify C&H in the event of any unauthorized access to, or disclosure of, any such information.

The confidentiality obligations set forth in this Section 9 shall survive the termination or expiration of this engagement and shall remain in effect indefinitely, unless otherwise agreed by C&H in writing.

10. Term and Termination

This engagement shall commence upon the execution and delivery by Briarcliff of a countersigned copy of this letter and shall continue through the completion of all services described herein, including any post-closing matters through April 30, 2025 (or such later date as may be agreed by the parties). The engagement may be extended by mutual written agreement of the parties to cover any additional services reasonably related to the Transaction.

Either party may terminate this engagement upon written notice to the other party, provided that (a) any such termination by Briarcliff shall be subject to Briarcliff's professional obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the interests of the client, and (b) Briarcliff shall use commercially reasonable efforts to complete, on a timely basis, any pending deliverables that are critical to the closing of the Transaction or that are required under the Loan Documents, notwithstanding any notice of termination. In the event of termination, Briarcliff shall be entitled to compensation for all services rendered and expenses incurred through the effective date of termination, subject to C&H's review and approval of Briarcliff's final invoice.

11. Acceptance

We would appreciate it if you could review this letter at your earliest convenience and, if the terms described herein are acceptable, sign and return a copy of this letter to confirm Briarcliff's acceptance of the engagement. Please also confirm, in writing at the time of acceptance, that Briarcliff has completed its conflicts check and has identified no conflicts of interest that would preclude the engagement, as described in Section 8 above.

We look forward to working with you and your team on this Transaction and are confident that Briarcliff's involvement will contribute to a successful and timely closing. If you have any questions or wish to discuss any aspect of this engagement, please do not hesitate to contact the undersigned or Marcus Leung at the contact information set forth in Section 6.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner, Banking & Finance

425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4055

Email: claudia.merritt@calderwoodharkness.com

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned hereby acknowledges receipt of the foregoing engagement letter, dated February 7, 2025, from Calderwood & Harkness LLP, and hereby confirms acceptance of the engagement on the terms and conditions set forth therein. The undersigned further confirms that Briarcliff Legal Group PA has completed its conflicts check with respect to the parties identified in Section 8 of the engagement letter and has identified no actual or potential conflicts of interest that would preclude or limit Briarcliff's ability to serve as Delaware local counsel in connection with the Transaction described therein.

BRIARCLIFF LEGAL GROUP PA

By: ________

Name: Catherine Ellsworth

Title: Lead Partner, Corporate

Date: ________

Enclosures: None. Transaction documents to follow under separate cover.

cc:

Ian Blackwood, Esq. — Calderwood & Harkness LLP Marcus Leung, Esq. — Calderwood & Harkness LLP Sophie Tremblay, Esq. — Calderwood & Harkness LLP David Engstrom, Esq. — General Counsel & Corporate Secretary, Nexford Industrial Holdings Inc.

#	Entity Name	Entity Type	DE File No.	EIN	Role
1	Nexford Industrial Holdings Inc.	Delaware corporation	5765432	36-4178552	Borrower
2	Granite Peak NIH Holdings, LLC	Delaware limited liability company	7234891	85-3291047	Holdings Guarantor
3	Nexford Precision Components, Inc.	Delaware corporation	—	—	Subsidiary Guarantor
4	Nexford Engineered Systems, LLC	Delaware limited liability company	—	—	Subsidiary Guarantor
5	Nexford Coatings & Surface Technologies, Inc.	Delaware corporation	—	—	Subsidiary Guarantor
6	Nexford Properties, LLC	Delaware limited liability company	—	—	Subsidiary Guarantor
7	Nexford International Holdings, Inc.	Delaware corporation	—	—	Subsidiary Guarantor (CFC Holdco)
Milestone	Target Date
Engagement letter executed; conflicts clearance confirmed	Within 5 business days of the date hereof
Fee estimate provided to C&H	Within 5 business days of acceptance
Drafts of Transaction documents begin circulating	Late February / early March 2025
C&H provides opinion instruction letter and model opinion	Mid-March 2025
Briarcliff delivers preliminary draft Delaware Opinions to C&H	No later than March 20, 2025
Good standing certificates and certified organizational documents ordered	Sufficiently in advance to be dated within 5 business days of closing
Final execution-ready Delaware Opinions delivered to C&H	At closing — March 28, 2025
Good standing certificates and certified organizational documents delivered	At closing — March 28, 2025
Post-closing availability for supplemental Delaware law questions	Through April 30, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
February 7, 2025
Catherine Ellsworth, Esq. Lead Partner, Corporate Briarcliff Legal Group PA 1000 North King Street Wilmington, DE 19801
Re: Engagement as Delaware Local Counsel — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization Calderwood & Harkness LLP Matter No. 1005-00001
Dear Ms. Ellsworth:
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP ("C&H," "we," or "us") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a $1,400,000,000 senior secured Term Loan B credit facility (the "Facility" and, together with all related transactions described herein, the "Transaction"). Nexford is a diversified industrial manufacturing company with operations across the United States and Canada, and is a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"). The Sponsor holds its equity interest in the Borrower through Granite Peak NIH Holdings, LLC, a Delaware limited liability company and the direct parent of Nexford (the "Holdings").
The proceeds of the Facility will be used to (i) refinance in full Nexford's existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A., as administrative agent for the lenders thereunder, (ii) fund a dividend recapitalization of approximately $335,000,000 to be distributed to the Holdings for further upstream distribution to the Sponsor and its affiliated co-investment vehicles, and (iii) pay transaction fees and expenses (including arrangement fees, legal fees, advisory fees, and other customary costs associated with the Transaction) and provide cash to the balance sheet for general corporate purposes. Crescent Harbor Bank, N.A. is serving as lead left arranger, administrative agent, and collateral agent for the Facility.
We are writing to formally engage Briarcliff Legal Group PA ("Briarcliff" or "you") as Delaware local counsel to C&H and, by extension, to the Borrower in connection with the Transaction. We have selected Briarcliff based on the firm's well-established expertise in Delaware corporate and entity law and its extensive experience in delivering legal opinions in connection with leveraged finance transactions of this nature and complexity.
The target closing date for the Transaction is March 28, 2025. Given the complexity of the Transaction and the number of Delaware-organized entities involved, we anticipate that Briarcliff's engagement will begin promptly upon execution of this letter and will require close coordination with the C&H deal team throughout the pre-closing period.
This letter sets forth the terms and conditions of Briarcliff's engagement, including the scope of services to be performed, the fee arrangements, the timeline for deliverables, and the protocols for coordination and communication among the various parties and their respective counsel.
2. Scope of Engagement
The scope of Briarcliff's engagement as Delaware local counsel is described below. Each element of the engagement is material to the successful closing of the Transaction, and we expect Briarcliff to devote the resources and attention necessary to satisfy each requirement within the timeline set forth in Section 5 of this letter.
2.1 Delaware Law Entity Opinions
Briarcliff will be asked to deliver one or more legal opinions (collectively, the "Delaware Opinions"), addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, on behalf of the Lenders under the Facility, covering the following matters with respect to each of the Delaware-organized Loan Parties identified in Section 2.2 below:
(a) Due Organization and Valid Existence. That each such Delaware-organized Loan Party is a corporation or limited liability company, as applicable, duly organized and validly existing under the laws of the State of Delaware.
(b) Good Standing. That each such Delaware-organized Loan Party is in good standing under the laws of the State of Delaware, as evidenced by a certificate of good standing or status issued by the Delaware Secretary of State dated within five (5) business days of the closing date (which certificate Briarcliff will obtain and attach to the opinion as described in Section 2.4 below).
(c) Power and Authority. That each such Delaware-organized Loan Party has the corporate or limited liability company power and authority, as applicable, to execute, deliver, and perform its obligations under the Transaction documents to which it is a party, including without limitation the Credit Agreement, the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreements, and all related ancillary documents (collectively, the "Loan Documents").
(d) Due Authorization. That the execution, delivery, and performance by each such Delaware-organized Loan Party of the Loan Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action on the part of such entity, including any requisite approval of the board of directors, managers, or members, as applicable.
(e) Due Execution and Delivery. That each such Delaware-organized Loan Party has duly executed and delivered the Loan Documents to which it is a party.
The precise form and content of the Delaware Opinions, including any assumptions, qualifications, and limitations customary in connection with opinions of this nature, will be determined in consultation with C&H and will be consistent with the guidelines of the Legal Opinions Committee of the American Bar Association's Business Law Section and the Delaware State Bar Association's Committee on Legal Opinions, to the extent applicable. C&H anticipates providing Briarcliff with a detailed form of opinion instruction letter and model opinion in mid-March 2025, as further described in Section 5.
2.2 Delaware-Organized Loan Parties Covered
The Delaware-organized entities for which opinions will be required under this engagement are as follows:
With respect to Entity No. 7, Nexford International Holdings, Inc. serves as the domestic holding company for Nexford's Canadian operations and is structured as a "CFC Holdco" for United States federal income tax purposes. The equity pledge with respect to this entity is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company. Briarcliff's opinion with respect to Nexford International Holdings, Inc. should cover the entity-level matters described in Section 2.1 but will not address Canadian law matters.
For the avoidance of doubt, the following non-Delaware entities are outside the scope of the Delaware local counsel opinion and will be addressed by local counsel in the respective jurisdictions of their organization:
•  Nexford Manufacturing Services, LLC — organized under the laws of the State of Illinois
•  Clearfield Tool & Die, Inc. — organized under the laws of the Commonwealth of Pennsylvania
•  Summit Industrial Fabrication Co. — organized under the laws of the State of South Carolina
•  Ridgepoint Specialty Coatings, LLC — organized under the laws of the State of Texas
•  Lakeshore Precision Engineering, Inc. — organized under the laws of the State of Michigan
Illinois local counsel opinions will be rendered by Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Robert Kimura, lead partner). Arrangements for other state local counsel are being separately coordinated by C&H.
Additionally, the following foreign subsidiaries are excluded entirely from the scope of this engagement:
•  Nexford Canada Holdings ULC — organized under the laws of the Province of British Columbia, Canada
•  Nexford Canada Manufacturing, Inc. — organized under the laws of the Province of Ontario, Canada
2.3 Additional Delaware Law Matters
In addition to the Delaware Opinions described in Section 2.1, Briarcliff's scope of engagement includes the following additional Delaware law matters:
(a) Enforceability of Organizational Documents. As may be requested by C&H, opining on the enforceability under the laws of the State of Delaware of the organizational documents (including certificates of incorporation, certificates of formation, bylaws, and limited liability company agreements, as applicable) of each of the Delaware-organized Loan Parties. C&H will provide Briarcliff with copies of all relevant organizational documents as they are obtained or made available by the Borrower.
(b) Review and Confirmation of Certified Copies. Reviewing and confirming the accuracy and completeness of certified copies of organizational documents obtained from the Delaware Secretary of State for each Delaware-organized Loan Party, including certificates of incorporation and amendments thereto, certificates of formation and amendments thereto, and any certificates of merger, conversion, or other organizational filings.
(c) No-Violation Confirmation. Confirming that the execution and delivery of the Transaction documents by each Delaware-organized Loan Party, and the performance of the obligations thereunder, do not violate any provision of the organizational documents of any such Delaware-organized Loan Party. This confirmation may be rendered as part of the Delaware Opinions or in a separate letter, at C&H's discretion.
(d) Other Delaware Law Matters. Addressing such other Delaware law matters as C&H or the Administrative Agent's counsel, Whitfield & Gage LLP (lead partner: Margaret Ashby; working associate: Jonathan Ferris), may reasonably request in connection with the closing of the Transaction, including without limitation questions relating to the Delaware Limited Liability Company Act, the Delaware General Corporation Law, and the Delaware Uniform Commercial Code, in each case as applicable to the Delaware-organized Loan Parties and their obligations under the Loan Documents.
2.4 Good Standing Certificates and Certified Document Retrieval
As part of this engagement, Briarcliff will be responsible for the following document retrieval services in connection with the Delaware-organized Loan Parties:
(a) Good Standing Certificates. Ordering and delivering certificates of good standing (or certificates of status, as applicable) from the Delaware Secretary of State for each of the seven (7) Delaware-organized Loan Parties identified in Section 2.2. Each such certificate must be dated within five (5) business days of the closing date (currently targeted for March 28, 2025). Briarcliff should order these certificates sufficiently in advance to ensure timely receipt and should account for any potential processing delays at the Delaware Secretary of State's office.
(b) Certified Copies of Organizational Documents. Ordering and delivering certified copies of the certificates of incorporation (and all amendments thereto) and certificates of formation (and all amendments thereto) from the Delaware Secretary of State for each Delaware-organized Loan Party, as applicable. These certified copies will be required as closing deliverables and will also serve as the basis for certain of the assumptions and reliances in the Delaware Opinions.
All costs associated with the ordering and retrieval of good standing certificates and certified organizational documents (including expedited processing fees, if applicable) will be treated as reimbursable out-of-pocket expenses in accordance with Section 7 of this letter.
3. Transaction Overview
To provide Briarcliff with necessary context for the engagement, the following is a summary of the material terms and structure of the Transaction. This summary is for informational purposes only and is based on the commitment letter and term sheet currently in effect; the definitive terms will be set forth in the Credit Agreement and related Loan Documents, drafts of which will be provided to Briarcliff as they become available.
Transaction Type: Senior secured Term Loan B credit facility — refinancing and dividend recapitalization.
Facility Amount: $1,400,000,000.
Maturity: Seven (7) years from the closing date, maturing on March 28, 2032.
Interest Rate: Term SOFR (as defined in the Credit Agreement) plus 400 basis points per annum, subject to a SOFR floor of 0.75%.
Amortization: 1.00% per annum of the original principal amount of the Facility, payable quarterly in equal installments of $3,500,000, with the balance due at maturity.
Administrative Agent / Collateral Agent: Crescent Harbor Bank, N.A., 320 Federal Street, Boston, Massachusetts 02110.
Agent's Counsel: Whitfield & Gage LLP, 51 West 52nd Street, New York, New York 10019 (Margaret Ashby, lead partner; Jonathan Ferris, working associate).
Borrower's Counsel: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017 (Claudia Merritt, responsible partner; Ian Blackwood, billing partner; Marcus Leung, lead associate; Sophie Tremblay, working associate).
Sponsor's Counsel: Kellner Brandt & Associates LLP, 900 Third Avenue, New York, New York 10022 (Patricia Voss, lead partner).
Illinois Local Counsel (for Borrower): Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (Robert Kimura, lead partner).
Delaware Local Counsel (for Borrower): Briarcliff Legal Group PA, 1000 North King Street, Wilmington, Delaware 19801 (Catherine Ellsworth, lead partner).
Governing Law of Credit Agreement and Loan Documents: State of New York.
The Delaware Opinions to be rendered by Briarcliff will address Delaware law aspects of the Transaction only, as described in Section 2. C&H will separately render the New York law enforceability opinions, the security interest creation and perfection opinions (including under Article 9 of the Uniform Commercial Code as in effect in the State of New York and the State of Delaware, as applicable), and such other opinions as the Administrative Agent's counsel may require from lead counsel to the Borrower.
4. Key Transaction Documents
The following is a list of the principal Transaction documents that are expected to be executed and delivered in connection with the closing of the Facility. C&H will provide Briarcliff with copies of all documents to which the Delaware-organized Loan Parties are parties, as well as such other documents as may be relevant to the rendering of the Delaware Opinions:
(a) Credit Agreement (the "NIH Credit Agreement — Execution Version") among Nexford Industrial Holdings Inc., as the Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.
(b) Guarantee Agreement among the Guarantors and Crescent Harbor Bank, N.A., as Collateral Agent.
(c) Security Agreement (personal property) among the Borrower, the Guarantors, and Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority security interest in substantially all personal property of the Borrower and the Guarantors, subject to customary exceptions.
(d) Holdings Pledge Agreement (Granite Peak NIH Holdings, LLC pledging 100% of the equity interests in Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., as Collateral Agent).
(e) Borrower Pledge Agreement (Nexford Industrial Holdings Inc. pledging the equity interests in each of its direct domestic subsidiaries to Crescent Harbor Bank, N.A., as Collateral Agent).
(f) Subsidiary Pledge Agreements (each Subsidiary Guarantor pledging the equity interests in its direct subsidiaries, if any, to Crescent Harbor Bank, N.A., as Collateral Agent).
(g) CFC Holdco Limited Pledge Agreement (Nexford International Holdings, Inc. pledging 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC to Crescent Harbor Bank, N.A., as Collateral Agent).
(h) intellectual Property Security Agreement covering patents, trademarks, copyrights, and related intellectual property of the Borrower and the Guarantors.
(i) Intercreditor Agreement (First Lien / Unsecured) among Crescent Harbor Bank, N.A. (in its capacity as First Lien Collateral Agent) and Pinnacle Trust Company (in its capacity as trustee under Nexford's outstanding unsecured senior notes).
(j) UCC-1 Financing Statements to be filed with the Delaware Secretary of State for each Delaware-organized Loan Party, as debtor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, as secured party.
Additional Transaction documents may be identified as the documentation process progresses, and C&H will promptly advise Briarcliff of any additions or modifications to the document list that may affect the scope of the Delaware Opinions.
5. Timeline and Deliverables Schedule
The following timeline sets forth the key milestones and deliverable dates for Briarcliff's engagement. Briarcliff should treat each date as a firm deadline, and should promptly notify C&H of any anticipated difficulty in meeting any such deadline.
Briarcliff should plan for at least one round of comments from C&H and potentially from the Administrative Agent's counsel, Whitfield & Gage LLP, on the preliminary draft opinions between March 20 and March 28, 2025. In the event the closing date is advanced or postponed, C&H will promptly notify Briarcliff and the timeline will be adjusted accordingly.
Following the closing, Briarcliff will remain available through April 30, 2025 to address any supplemental Delaware law questions that may arise in connection with post-closing deliverables, including without limitation the perfection of security interests, the filing of UCC continuation statements, or the delivery of any additional organizational documents or certifications required under the Credit Agreement.
6. Coordination and Reporting
All work performed by Briarcliff under this engagement will be performed under the direction of, and in close coordination with, the C&H engagement team. The members of the C&H engagement team and their respective roles are as follows:
Claudia Merritt — Responsible Partner, Banking & Finance. Ms. Merritt has overall responsibility for the Transaction and will be involved in all significant decisions relating to the Delaware Opinions and other deliverables.
Ian Blackwood — Billing Partner, Banking & Finance. Mr. Blackwood is responsible for fee and billing matters relating to the Transaction, including the review and approval of Briarcliff's invoices.
Marcus Leung — Lead Associate, Banking & Finance. Mr. Leung is the primary day-to-day contact for Briarcliff on all matters relating to this engagement. All draft opinions, good standing certificates, certified organizational documents, and other deliverables should be submitted to Mr. Leung in the first instance. Mr. Leung can be reached at (212) 558-4127 and marcus.leung@calderwoodharkness.com.
Sophie Tremblay — Working Associate, Banking & Finance. Ms. Tremblay will assist Mr. Leung in the day-to-day management of the engagement and should be copied on all communications and deliverables. Ms. Tremblay can be reached at (212) 558-4293 and sophie.tremblay@calderwoodharkness.com.
All draft opinions, good standing certificates, and other deliverables prepared by Briarcliff in connection with this engagement should be provided to both Marcus Leung and Sophie Tremblay at C&H. Briarcliff should direct all questions and requests for clarification to the C&H engagement team in the first instance.
Important — Communication Protocol: Briarcliff should not communicate directly with the Administrative Agent (Crescent Harbor Bank, N.A.), the Administrative Agent's counsel (Whitfield & Gage LLP), the Sponsor's counsel (Kellner Brandt & Associates LLP), or any other party to the Transaction except as expressly authorized by C&H in advance and in writing. This restriction is necessary to ensure consistency of communications and the orderly management of the Transaction documentation process. All requests from the Administrative Agent's counsel or any other party relating to the Delaware Opinions or other Briarcliff deliverables will be channeled through C&H.
C&H will provide Briarcliff with copies of all relevant Transaction documents, organizational documents (including certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and resolutions), and other materials as they become available during the course of the Transaction. Briarcliff should promptly review all documents received and notify C&H of any issues, questions, or concerns arising from such review.
7. Fee Arrangements
Briarcliff's fees and expenses for this engagement will be billed directly to Nexford Industrial Holdings Inc. through Calderwood & Harkness LLP, using the following billing code for all invoices: IBL-NIH-2025-031. All invoices should reference this billing code, as well as the C&H Matter Number set forth in the "Re" line of this letter.
Within five (5) business days of Briarcliff's acceptance of this engagement, Briarcliff is requested to provide C&H with a detailed fee estimate for the full scope of work described in this letter, including an estimate of anticipated out-of-pocket expenses. The fee estimate should be broken down by category of service (e.g., opinion preparation and delivery, good standing certificate and certified document retrieval, post-closing availability) and should identify the timekeepers expected to work on the engagement, together with their respective billing rates.
Briarcliff will submit invoices to C&H on a monthly basis, or alternatively, may submit a single invoice upon completion of the engagement, at Briarcliff's election. All invoices must be submitted to C&H for review and approval before submission to the client. Invoices should contain reasonable detail of the services rendered, including descriptions of the tasks performed, the time expended by each timekeeper, the applicable billing rate, and an itemization of all disbursements incurred.
Out-of-pocket expenses, including without limitation good standing certificate fees, certified copy fees, filing fees for UCC financing statements, overnight delivery charges, and other reasonable and customary disbursements, will be reimbursed at cost upon submission of appropriate documentation. Briarcliff should not incur any single out-of-pocket expense in excess of $500 without prior approval from C&H.
Briarcliff agrees to comply with Nexford's outside counsel guidelines (the "OCGs"), a copy of which C&H will provide to Briarcliff upon request. The OCGs address, among other matters, billing practices, staffing requirements, diversity reporting, and data security standards applicable to outside counsel retained in connection with Nexford matters. To the extent any provision of the OCGs conflicts with the terms of this engagement letter, the terms of this engagement letter shall control unless otherwise agreed by C&H in writing.
8. Conflicts
Before commencing work under this engagement, Briarcliff is asked to confirm that it has conducted a thorough conflicts check with respect to the following parties and their known affiliates, and has identified no actual or potential conflict of interest that would preclude or limit Briarcliff's ability to serve as Delaware local counsel in connection with the Transaction:
•  Nexford Industrial Holdings Inc.
•  Granite Peak NIH Holdings, LLC
•  Granite Peak Capital Partners, LP
•  Granite Peak Capital Fund IV, LP
•  GP Fund IV Co-Invest, LP
•  Crescent Harbor Bank, N.A.
•  Atlas Meridian Bank, N.A.
•  Whitfield & Gage LLP
•  Kellner Brandt & Associates LLP
•  Pinnacle Trust Company
•  Nexford Precision Components, Inc.
•  Nexford Engineered Systems, LLC
•  Nexford Coatings & Surface Technologies, Inc.
•  Nexford Properties, LLC
•  Nexford International Holdings, Inc.
•  Nexford Manufacturing Services, LLC
•  Clearfield Tool & Die, Inc.
•  Summit Industrial Fabrication Co.
•  Ridgepoint Specialty Coatings, LLC
•  Lakeshore Precision Engineering, Inc.
The foregoing list includes both the Delaware-organized Loan Parties for which Briarcliff will render opinions and the non-Delaware entities that form part of the broader Nexford corporate family, as well as the key financial institutions, sponsors, and law firms involved in the Transaction. If any actual or potential conflict of interest is identified, whether arising from Briarcliff's current or former representation of any of the foregoing parties or from any other circumstance, Briarcliff should notify C&H immediately so that the parties may discuss whether the conflict can be appropriately addressed through a waiver or other means, or whether alternative arrangements are necessary.
9. Confidentiality
All information, documents, and materials provided by C&H, Nexford, or any other party to the Transaction in connection with this engagement are confidential and proprietary. Briarcliff agrees to maintain the strictest confidentiality with respect to all Transaction-related information and documents, and shall not disclose any such information to any third party without the prior written consent of C&H. This obligation extends to the existence and terms of this engagement, the identity of the parties, the structure and terms of the Transaction, and all financial, business, legal, and other information received by Briarcliff in the course of performing services hereunder.
Briarcliff shall implement and maintain appropriate safeguards, consistent with prevailing professional standards and applicable data security requirements, to protect the confidentiality and security of all Transaction-related information in its possession, custody, or control. Briarcliff shall promptly notify C&H in the event of any unauthorized access to, or disclosure of, any such information.
The confidentiality obligations set forth in this Section 9 shall survive the termination or expiration of this engagement and shall remain in effect indefinitely, unless otherwise agreed by C&H in writing.
10. Term and Termination
This engagement shall commence upon the execution and delivery by Briarcliff of a countersigned copy of this letter and shall continue through the completion of all services described herein, including any post-closing matters through April 30, 2025 (or such later date as may be agreed by the parties). The engagement may be extended by mutual written agreement of the parties to cover any additional services reasonably related to the Transaction.
Either party may terminate this engagement upon written notice to the other party, provided that (a) any such termination by Briarcliff shall be subject to Briarcliff's professional obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the interests of the client, and (b) Briarcliff shall use commercially reasonable efforts to complete, on a timely basis, any pending deliverables that are critical to the closing of the Transaction or that are required under the Loan Documents, notwithstanding any notice of termination. In the event of termination, Briarcliff shall be entitled to compensation for all services rendered and expenses incurred through the effective date of termination, subject to C&H's review and approval of Briarcliff's final invoice.
11. Acceptance
We would appreciate it if you could review this letter at your earliest convenience and, if the terms described herein are acceptable, sign and return a copy of this letter to confirm Briarcliff's acceptance of the engagement. Please also confirm, in writing at the time of acceptance, that Briarcliff has completed its conflicts check and has identified no conflicts of interest that would preclude the engagement, as described in Section 8 above.
We look forward to working with you and your team on this Transaction and are confident that Briarcliff's involvement will contribute to a successful and timely closing. If you have any questions or wish to discuss any aspect of this engagement, please do not hesitate to contact the undersigned or Marcus Leung at the contact information set forth in Section 6.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner, Banking & Finance
425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4055
Email: claudia.merritt@calderwoodharkness.com
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned hereby acknowledges receipt of the foregoing engagement letter, dated February 7, 2025, from Calderwood & Harkness LLP, and hereby confirms acceptance of the engagement on the terms and conditions set forth therein. The undersigned further confirms that Briarcliff Legal Group PA has completed its conflicts check with respect to the parties identified in Section 8 of the engagement letter and has identified no actual or potential conflicts of interest that would preclude or limit Briarcliff's ability to serve as Delaware local counsel in connection with the Transaction described therein.
BRIARCLIFF LEGAL GROUP PA
By: ________
Name: Catherine Ellsworth
Title: Lead Partner, Corporate
Date: ________
Enclosures: None. Transaction documents to follow under separate cover.
cc:
Ian Blackwood, Esq. — Calderwood & Harkness LLP Marcus Leung, Esq. — Calderwood & Harkness LLP Sophie Tremblay, Esq. — Calderwood & Harkness LLP David Engstrom, Esq. — General Counsel & Corporate Secretary, Nexford Industrial Holdings Inc.
# | Entity Name | Entity Type | DE File No. | EIN | Role
1 | Nexford Industrial Holdings Inc. | Delaware corporation | 5765432 | 36-4178552 | Borrower
2 | Granite Peak NIH Holdings, LLC | Delaware limited liability company | 7234891 | 85-3291047 | Holdings Guarantor
3 | Nexford Precision Components, Inc. | Delaware corporation | — | — | Subsidiary Guarantor
4 | Nexford Engineered Systems, LLC | Delaware limited liability company | — | — | Subsidiary Guarantor
5 | Nexford Coatings & Surface Technologies, Inc. | Delaware corporation | — | — | Subsidiary Guarantor
6 | Nexford Properties, LLC | Delaware limited liability company | — | — | Subsidiary Guarantor
7 | Nexford International Holdings, Inc. | Delaware corporation | — | — | Subsidiary Guarantor (CFC Holdco)
Milestone | Target Date
Engagement letter executed; conflicts clearance confirmed | Within 5 business days of the date hereof
Fee estimate provided to C&H | Within 5 business days of acceptance
Drafts of Transaction documents begin circulating | Late February / early March 2025
C&H provides opinion instruction letter and model opinion | Mid-March 2025
Briarcliff delivers preliminary draft Delaware Opinions to C&H | No later than March 20, 2025
Good standing certificates and certified organizational documents ordered | Sufficiently in advance to be dated within 5 business days of closing
Final execution-ready Delaware Opinions delivered to C&H | At closing — March 28, 2025
Good standing certificates and certified organizational documents delivered | At closing — March 28, 2025
Post-closing availability for supplemental Delaware law questions | Through April 30, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

BRIARCLIFF LEGAL GROUP PA

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