1005-00001 · Nexford Industrial Holdings · Engagement & Administrative

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CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, New York 10017

Telephone: (212) 455-7200 Facsimile: (212) 455-7201 www.calderwoodharkness.com

February 6, 2025

Robert Kimura, Esq. Hargrove & Whitmore LLP 233 South Wacker Drive, Suite 4500 Chicago, IL 60606

Re: Engagement as Illinois 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 Mr. Kimura:

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP ("we," "us," or "C&H") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), with its principal offices located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B Facility" or the "Transaction"). As discussed during our telephone conversation on January 30, 2025, we are seeking to engage qualified Illinois local counsel to assist us in connection with certain Illinois law matters arising in the Transaction, and we believe that Hargrove & Whitmore LLP is well suited to serve in that capacity.

By way of background, Nexford is a leading diversified industrial manufacturing company and a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"). The Sponsor holds its investment in Nexford through Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is the direct parent entity of the Borrower. The Sponsor acquired Nexford in a leveraged buyout transaction in 2019 and has overseen significant operational improvements and bolt-on acquisitions during the period of its ownership.

The proceeds of the Term Loan B Facility will be used to accomplish the following objectives: (i) refinance the Borrower's existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility, in each case with Atlas Meridian Bank, N.A. serving as administrative agent (collectively, the "Existing Facilities"); (ii) fund an approximately $335,000,000 dividend recapitalization distribution to Holdings (and, indirectly, to the Sponsor and its limited partners); (iii) pay approximately $38,625,000 in transaction fees, original issue discount, arranger fees, legal fees, and other expenses incurred in connection with the Transaction; and (iv) place approximately $147,000,000 of unrestricted cash on Nexford's balance sheet for general corporate purposes and working capital needs.

Crescent Harbor Bank, N.A. ("Crescent Harbor"), with offices at 320 Federal Street, Boston, Massachusetts 02110, is serving as sole lead left arranger, bookrunner, administrative agent, and collateral agent for the Term Loan B Facility. We anticipate that Ironwood Capital Markets, LLC and Northvane Securities, Inc. will join the syndication group as joint lead arrangers, although their formal engagement is not yet finalized. The Transaction is currently proceeding on a target closing date of March 28, 2025, and all parties are working toward that objective.

We are writing to formally engage Hargrove & Whitmore LLP ("H&W" or "you") as Illinois local counsel to C&H and, through C&H, to the Borrower, in connection with the Transaction. The purpose of this letter is to set forth the terms and conditions of that engagement, including the scope of your responsibilities, the applicable fee arrangements, and the protocols governing communication and document coordination. We ask that you review this letter carefully and confirm your acceptance by executing the countersignature block set forth at the conclusion of this letter.

2. Scope of Engagement

The scope of H&W's engagement as Illinois local counsel in connection with the Transaction is as follows:

2.1 Legal Opinions

H&W will be asked to deliver, on the closing date of the Transaction (currently targeted for March 28, 2025), a legal opinion letter (the "Illinois Local Opinion") addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, for the benefit of the Secured Parties under the Credit Agreement (as defined below). The Illinois Local Opinion will cover the following matters under the laws of the State of Illinois:

(a) Enforceability Opinion. H&W will opine as to the enforceability of the Credit Agreement (the "Credit Agreement"), the Guarantee Agreement, the Security Agreement, and such other related loan documents as may be specified by C&H and the Administrative Agent's counsel (collectively, the "Loan Documents") against the Illinois-organized Loan Party — specifically, Nexford Manufacturing Services, LLC, an Illinois limited liability company formed and existing under the Illinois Limited Liability Company Act ("NMS") — including, without limitation, opinions as to the due organization, valid existence, and good standing of NMS under Illinois law; the due authorization of the execution, delivery, and performance of the Loan Documents by NMS; the due execution and delivery of the Loan Documents by NMS; and the enforceability of such Loan Documents against NMS in accordance with their respective terms, in each case subject to customary qualifications, assumptions, and exceptions.

(b) Perfection Opinion. H&W will opine as to the perfection of the security interests granted by NMS in personal property collateral described in the Security Agreement upon the filing of a UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, to the extent that perfection of such security interests may be accomplished by filing under the Illinois Uniform Commercial Code (810 ILCS 5/9-101 et seq.). This opinion will address the perfection of security interests in those categories of collateral as to which a filing in the Illinois Secretary of State's office is both necessary and sufficient to achieve perfection, subject to customary assumptions, qualifications, and limitations.

(c) No Conflicts Opinion. H&W will opine that the execution, delivery, and performance by NMS of the Loan Documents to which NMS is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) violate any provision of the laws of the State of Illinois applicable to NMS, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of NMS as filed or registered in Illinois, or (iii) require the consent, approval, or authorization of, or any filing or registration with, any governmental authority of the State of Illinois (other than filings and recordings necessary to perfect the liens and security interests created under the Loan Documents), subject in each case to customary qualifications and assumptions.

The form, substance, and scope of the Illinois Local Opinion will be subject to the review and approval of Crescent Harbor's outside counsel, Whitfield & Gage LLP ("W&G"). The lead partner at W&G for this Transaction is Margaret Ashby, and the working associate is Jonathan Ferris; both are based at W&G's offices at 51 West 52nd Street, New York, New York 10019. As is customary in transactions of this nature, C&H anticipates that there will be negotiations between C&H, H&W, and W&G regarding the precise language, assumptions, qualifications, and exceptions to be included in the Illinois Local Opinion. C&H will coordinate those discussions and will provide H&W with a formal instruction letter setting forth the specific opinion requirements, anticipated qualifications, and documentary assumptions in advance of the opinion drafting process (currently anticipated to be delivered by March 12, 2025).

2.2 Real Property Matters

A significant component of the collateral package securing the Term Loan B Facility consists of real property located in the State of Illinois. Specifically, the Loan Parties are required to deliver mortgages (or deeds of trust, as applicable under Illinois law) on two properties owned by NMS:

(a) Schaumburg Property. The real property located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, situated in Cook County, Illinois, with an appraised value of approximately $85,000,000, which serves as Nexford's corporate headquarters and primary manufacturing facility. This property consists of approximately 625,000 square feet of combined office and manufacturing space on a 42-acre parcel.

(b) Rockford Property. The real property located at 2750 Commerce Drive, Rockford, Illinois 61101, situated in Winnebago County, Illinois, with an appraised value of approximately $42,000,000, which houses NMS's Precision Components manufacturing plant. This property consists of approximately 310,000 square feet of manufacturing and warehouse space on a 28-acre parcel.

H&W's engagement with respect to these real properties will include the following:

(i) reviewing and advising C&H regarding Illinois-specific requirements for the preparation, execution, and recording of mortgage instruments in Cook County, Illinois and Winnebago County, Illinois, including the form requirements applicable to mortgages under Illinois law (765 ILCS 5/11 et seq.), notarial requirements, and any county-specific recording requirements or practices;

(ii) advising on any mortgage recording taxes, transfer taxes, or documentary stamp taxes applicable to the recording of the mortgages in Cook County and Winnebago County, and coordinating with C&H's tax specialists regarding the calculation and payment of such amounts;

(iii) assisting with the preparation and review of mortgage documents in forms acceptable for recording in the applicable county recorder's offices, including any required riders, exhibits, or supplemental documents;

(iv) coordinating with Landmark Title Assurance Company, the title insurance underwriter engaged in connection with the Transaction, regarding Illinois-specific title insurance endorsement requirements, including but not limited to any endorsements required or customarily provided under Illinois law or practice with respect to institutional lending transactions secured by commercial real property; and

(v) assisting with the actual recording of the mortgages in the applicable county recorder's offices and confirming receipt of recorded instruments bearing recording information.

We note that the mortgages on the Illinois properties are designated as post-closing deliverables under the Credit Agreement, with a deadline for delivery of recorded mortgages and related title insurance policies of April 30, 2025 (being 33 days following the target closing date). Accordingly, H&W's engagement with respect to the real property matters described in this Section 2.2 will extend beyond the closing date and through the post-closing period as necessary to complete the delivery of these items within the prescribed timeframe.

2.3 UCC Filing Assistance

H&W will provide assistance with Uniform Commercial Code matters arising under Illinois law in connection with the Transaction, including:

(i) assistance with the preparation and filing of a UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois naming Nexford Manufacturing Services, LLC (as Debtor) and Crescent Harbor Bank, N.A. (as Secured Party), in form sufficient to perfect the security interests granted under the Security Agreement in those categories of personal property collateral as to which perfection is accomplished by filing in the state of organization of the Debtor;

(ii) review of the results of UCC lien searches conducted against NMS and any other Illinois-organized entities within the Nexford corporate family with the Illinois Secretary of State and relevant county recorder's offices, and advice to C&H regarding the interpretation of such search results, including identification of any prior filings, judgment liens, tax liens, or other encumbrances of record that may affect the priority or perfection of the security interests contemplated by the Transaction;

(iii) advice on any unusual or Illinois-specific filing, perfection, or priority requirements under the Illinois Uniform Commercial Code, including any requirements relating to fixture filings, transmitting utilities, or other matters that may be relevant to the collateral package; and

(iv) following the closing of the Transaction, assistance with the preparation and filing of UCC-3 Termination Statements (or Amendments, as applicable) with the Illinois Secretary of State and applicable county offices to terminate existing financing statements filed in favor of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party in connection with the Existing Facilities, and to confirm the release of liens associated therewith.

2.4 General Illinois Law Advice

In addition to the specific matters described in Sections 2.1 through 2.3 above, H&W will be available to respond to questions from C&H regarding the laws of the State of Illinois as they arise during the course of the Transaction. Without limiting the generality of the foregoing, we anticipate that such questions may include:

(i) matters relating to the Illinois Limited Liability Company Act (805 ILCS 180/) as it pertains to the governance, authority, and capacity of NMS, including questions regarding the power of NMS to guarantee the obligations of the Borrower, to grant security interests in its assets, and to mortgage its real property;

(ii) review of Illinois-specific representations, warranties, covenants, and other provisions of the Security Agreement and Guarantee Agreement as they relate to NMS, to confirm that such provisions are consistent with and enforceable under Illinois law;

(iii) any questions regarding Illinois state regulatory requirements applicable to the Transaction or the business operations of NMS; and

(iv) such other Illinois law matters as may be reasonably requested by C&H from time to time during the course of the engagement.

We will endeavor to provide H&W with reasonable advance notice of any such requests and to frame our questions with sufficient specificity to permit H&W to respond efficiently.

3. Identification of Key Parties and Entities

For H&W's reference in conducting conflicts checks and in familiarizing itself with the Transaction, the following is a summary of the key parties and entities involved:

The Borrower's corporate family includes Holdings and eleven Subsidiary Guarantors, of which NMS is the only entity organized under the laws of the State of Illinois. The remaining Subsidiary Guarantors are organized under the laws of the State of Delaware. C&H has separately engaged Briarcliff Legal Group PA as Delaware local counsel to deliver Delaware law opinions in connection with the Transaction; H&W's engagement is limited exclusively to Illinois law matters as described in this letter.

4. C&H Engagement Team and Points of Contact

The members of the C&H team assigned to the Transaction, together with their respective roles, are as follows:

Claudia Merritt — Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP. Ms. Merritt serves as the Responsible Partner for this engagement and is the primary point of contact for partner-level matters, including any issues relating to the overall strategy, opinion scope, or inter-counsel coordination.

Ian Blackwood — Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP. Mr. Blackwood serves as the Billing Partner for this engagement. All invoicing and fee-related matters should be directed to Mr. Blackwood's attention.

Marcus Leung — Associate, Banking & Finance Practice Group, Calderwood & Harkness LLP. Mr. Leung serves as the Lead Associate on the Transaction and is the day-to-day point of contact for H&W. Mr. Leung will coordinate the circulation of document drafts, communicate opinion requirements and instructions, manage the Transaction timeline, and serve as the primary liaison between H&W and the other parties and their counsel. Unless otherwise directed, all substantive communications from H&W should be directed to Mr. Leung in the first instance.

Sophie Tremblay — Associate, Banking & Finance Practice Group, Calderwood & Harkness LLP. Ms. Tremblay will coordinate the collection and distribution of organizational documents, good standing certificates, officer's certificates, schedules, and similar items needed for the opinion and closing process.

Sylvia Hartwell — Partner, Tax Practice Group, Calderwood & Harkness LLP. Ms. Hartwell may consult with H&W regarding state and local tax implications associated with the recording of the mortgages in Cook County and Winnebago County, Illinois, including any applicable mortgage recording taxes or transfer taxes.

All correspondence regarding the engagement should be directed to Marcus Leung, with copies to Claudia Merritt, at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017. We will provide Mr. Leung's direct telephone number and email address under separate cover.

5. Transaction Timeline and Key Dates

For planning purposes, the following is the current anticipated timeline for key milestones in the Transaction. Please note that these dates are subject to change based on the progress of negotiations, syndication, and document preparation, and C&H will keep H&W apprised of any material changes to the schedule:

We recognize that the timeline is aggressive, particularly with respect to the opinion drafting and negotiation process. We will endeavor to provide H&W with all necessary documents and information as early as practicable to facilitate H&W's review and to minimize the risk of delays.

6. Transaction Summary — Additional Context

For H&W's general reference, the following is a summary of certain additional terms and features of the Transaction:

Facility. The Term Loan B Facility will be a $1,400,000,000 senior secured institutional term loan, to be syndicated to a group of institutional lenders (CLOs, loan funds, insurance companies, and similar investors) arranged by Crescent Harbor. It is anticipated that Ironwood Capital Markets, LLC and Northvane Securities, Inc. will serve as joint lead arrangers in addition to Crescent Harbor.

Interest Rate. The Term Loan B Facility will bear interest at a rate per annum equal to the applicable Term SOFR rate (with a floor of 0.75%) plus a margin of 400 basis points.

Maturity. The Term Loan B Facility will mature on the seventh anniversary of the closing date, i.e., March 28, 2032.

Amortization. The Term Loan B Facility will amortize at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments of $3,500,000 each, with the balance due at maturity.

Governing Law. The Credit Agreement and related Loan Documents (other than the mortgages and any other documents governed by the law of the state in which the applicable real property is located) will be governed by the laws of the State of New York.

Pro Forma Leverage. On a pro forma basis giving effect to the Transaction, the Borrower's first lien net leverage ratio is expected to be approximately 3.38x EBITDA.

Security. The obligations under the Credit Agreement will be secured by a first-priority security interest in substantially all assets of the Borrower and each Guarantor, including equity interests in first-tier domestic subsidiaries, personal property, intellectual property, and real property meeting certain value thresholds.

Guarantors. The obligations will be guaranteed by Holdings and eleven Subsidiary Guarantors, including NMS. NMS is the only Illinois-organized Guarantor.

Existing Senior Unsecured Notes. The Borrower has $250,000,000 in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 outstanding, issued under an indenture with Pinnacle Trust Company as trustee. These notes will remain outstanding following the closing of the Transaction, and an intercreditor agreement among the Administrative Agent, Pinnacle Trust Company, and the Borrower will be required.

Credit Ratings. The Borrower's corporate credit ratings are B1 (Corporate Family Rating) from Keystone Ratings Group, Inc. and B+ (Corporate Credit Rating) from Sentinel Credit Analytics, LLC. Facility-level ratings for the Term Loan B Facility are currently pending.

C&H will provide H&W with copies of the commitment letter, term sheet, and other summary documents as they become available, and will keep H&W informed of any material developments in the Transaction that may affect the scope or timing of H&W's work.

7. Fees and Billing Arrangements

H&W's fees for this engagement will be billed on an hourly basis at H&W's standard billing rates, as communicated to C&H separately. We understand that H&W will confirm its applicable hourly rates for the attorneys expected to work on this matter at the time of its acceptance of this engagement.

H&W should submit invoices to Calderwood & Harkness LLP, Attention: Ian Blackwood (Billing Partner), at 425 Lexington Avenue, New York, New York 10017, referencing C&H Matter No. 1005-00001 and billing code IBL-NIH-2025-031. Invoices may be submitted electronically, and C&H will provide electronic billing submission instructions upon request.

Invoices should be submitted on a monthly basis and should include detailed time entries sufficient to permit pass-through billing to Nexford. Each time entry should include the date of the work performed, the identity of the timekeeper, a narrative description of the services rendered, the time expended (in increments of one-tenth of an hour), and the applicable billing rate. C&H may request additional detail or reformatting of invoices to comply with the billing guidelines of Nexford or the Sponsor, and H&W agrees to cooperate with any such reasonable requests.

Disbursements incurred by H&W in connection with this engagement — including, without limitation, filing fees payable to the Illinois Secretary of State, UCC search fees, messenger and courier charges, recording fees for mortgages in Cook County and Winnebago County, title search charges, and similar out-of-pocket costs — are reimbursable at cost and should be itemized on H&W's invoices. Any individual disbursement exceeding $1,000 should be pre-approved by Marcus Leung prior to being incurred; H&W may obtain such approval by email.

C&H will be responsible for the payment of H&W's invoices in accordance with C&H's standard payment terms (currently net 30 days from receipt of invoice). Ultimate financial responsibility for H&W's fees and disbursements rests with the client, Nexford Industrial Holdings Inc., and C&H is acting in its capacity as lead counsel in coordinating the payment of local counsel fees.

We respectfully request that H&W provide C&H with a preliminary fee estimate for the full scope of work described in this letter within five (5) business days of the date hereof. The estimate should be broken down by category of work (i.e., opinion preparation, real property matters, UCC filings, and general Illinois law advice) and should include an estimate of anticipated disbursements. We understand that such estimate will be a good-faith projection and not a fee cap, but it will be helpful for budgeting purposes and for purposes of our reporting obligations to the client and the Sponsor.

8. Confidentiality

All information provided to H&W by C&H, Nexford, or any other party in connection with this engagement is confidential and is subject to the protections of the attorney-client privilege and/or the work product doctrine, as applicable. Such information includes, without limitation, the terms and structure of the Transaction, the identities of the parties involved, financial information and projections relating to Nexford and its subsidiaries, the terms of the Credit Agreement and other Transaction documents, and any legal analysis, memoranda, or other work product prepared by C&H or H&W in connection with the Transaction.

H&W shall not disclose any information regarding the Transaction or any party thereto to any third party without the prior written consent of C&H, except (i) as required by applicable law or by order of a court of competent jurisdiction, (ii) as necessary for H&W to perform the services described in this letter (including, without limitation, disclosures to title companies, governmental filing offices, and similar parties in the ordinary course of performing H&W's engagement), or (iii) to H&W's professional liability insurers in the ordinary course. In the event that H&W becomes subject to any legal requirement to disclose confidential information, H&W shall promptly notify C&H to the extent permitted by law so that C&H may seek a protective order or other appropriate remedy.

The existence and terms of this engagement letter are themselves confidential and shall not be disclosed by H&W to any person or entity other than H&W's partners, associates, and staff who have a need to know in connection with performing the services described herein.

9. Conflicts / Independence

H&W is requested to confirm, as a condition to the acceptance of this engagement, that it has conducted a conflicts check against all parties to the Transaction identified in this letter, including but not limited to the following:

• Nexford Industrial Holdings Inc.

• Granite Peak Capital Partners, LP

• Granite Peak NIH Holdings, LLC

• Nexford Manufacturing Services, LLC

• Crescent Harbor Bank, N.A.

• Atlas Meridian Bank, N.A.

• Whitfield & Gage LLP

• Kellner Brandt & Associates LLP

• Briarcliff Legal Group PA

• Ironwood Capital Markets, LLC

• Northvane Securities, Inc.

• Pinnacle Trust Company

• Each Subsidiary Guarantor (a list of which will be provided by C&H upon request)

H&W should confirm that, following such conflicts check, no conflicts of interest exist that would preclude H&W from serving as Illinois local counsel in connection with the Transaction, or, if any potential conflicts are identified, that H&W has disclosed such conflicts to C&H and that appropriate waivers or consents have been obtained. H&W further agrees to promptly notify C&H of any potential or actual conflicts of interest that may arise at any time during the course of the engagement, including conflicts arising from new client relationships or matters undertaken by H&W after the date of this letter.

10. Limitation of Engagement

H&W's engagement in connection with the Transaction is limited strictly to the scope of services described in Section 2 of this letter. Without limiting the generality of the foregoing:

(a) H&W is not being engaged to provide advice on matters of federal law, the laws of any state other than the State of Illinois, or the laws of any foreign jurisdiction.

(b) H&W is not being engaged to render opinions on behalf of the Borrower, Holdings, or any Loan Party organized under the laws of any jurisdiction other than the State of Illinois. Opinions regarding the due organization, authorization, and enforceability of the Transaction documents with respect to the Delaware-organized Loan Parties are being provided by C&H and/or by Briarcliff Legal Group PA as Delaware local counsel.

(c) H&W is not being engaged to negotiate or draft any of the Transaction documents. C&H retains overall responsibility for the Transaction and for the coordination of all counsel engaged in connection therewith. H&W's role is advisory and limited to Illinois law matters within the scope described herein.

(d) H&W's Illinois Local Opinion will be addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, and will be delivered for the benefit of the Secured Parties under the Credit Agreement. No other persons or entities shall be entitled to rely on H&W's opinion without H&W's prior written consent.

11. Document Delivery and Coordination

C&H will provide H&W with copies of all relevant Transaction documents, including drafts and final versions of the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the mortgage instruments, UCC filings and searches, and organizational documents for NMS (including its articles of organization, operating agreement, resolutions, certificates of good standing, and officer's certificates), as they become available. C&H anticipates that the initial distribution of organizational documents will occur during the week of February 24, 2025, and that drafts of the principal Transaction documents will be circulated as indicated in the timeline set forth in Section 5 above.

H&W should direct all comments, questions, and markup of Transaction documents to Marcus Leung at C&H. To ensure efficient and coordinated communication and to avoid any confusion or miscommunication among the various counsel and parties involved in the Transaction, H&W should not communicate directly with the client (including Nexford's general counsel, David Engstrom, or any other Nexford personnel), Crescent Harbor Bank, N.A., Whitfield & Gage LLP, Kellner Brandt & Associates LLP, or any other counsel or party involved in the Transaction without first coordinating through C&H, unless C&H has specifically authorized direct communication on a particular matter. We recognize that, in certain instances, direct communication between H&W and W&G or between H&W and the county recorder's offices and title company may be more efficient, and we will work with H&W to establish appropriate protocols for such communications as the Transaction progresses.

12. Term and Termination

This engagement will commence upon H&W's execution and return of this letter and will continue until the completion of all services described herein, including the delivery of all post-closing items referenced in Section 2 above, unless earlier terminated by either party upon written notice to the other. Based on the current Transaction timeline, we anticipate that the engagement will be fully completed on or about April 30, 2025, upon delivery of the recorded mortgages and title insurance policies for the Schaumburg and Rockford properties. In the event that the post-closing period is extended by agreement of the parties to the Credit Agreement, C&H will notify H&W accordingly, and H&W's engagement will continue through any such extended period.

Either party may terminate this engagement upon written notice to the other; provided, however, that in the event of termination, H&W shall (i) promptly return or make available all documents and files received from C&H in connection with the engagement, (ii) cooperate in the orderly transition of any pending matters to successor Illinois local counsel designated by C&H, and (iii) be entitled to payment for all services rendered and disbursements incurred through the effective date of termination.

13. Acceptance and Confirmation

If the foregoing terms are acceptable to H&W, we respectfully request that Robert Kimura, as a partner of Hargrove & Whitmore LLP authorized to accept engagements on behalf of the firm, countersign and return a copy of this letter to C&H to confirm H&W's acceptance of the engagement on the terms described herein. A copy may be returned by email (in PDF format) to Marcus Leung, with the original to follow by overnight courier. We would appreciate receiving H&W's executed acceptance and confirmation of conflicts clearance by no later than February 13, 2025, in order to permit H&W sufficient time to begin reviewing materials and preparing for the opinion process in advance of the first draft of the Credit Agreement.

We look forward to working with you and your team on this Transaction, and we are confident that H&W's expertise in Illinois law will be a valuable asset to the successful closing of this matter. Please do not hesitate to contact me or Marcus Leung if you have any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner, Banking & Finance Practice Group

cc: Ian Blackwood, Esq., Calderwood & Harkness LLP Marcus Leung, Esq., Calderwood & Harkness LLP

ACCEPTANCE AND CONFIRMATION

ACKNOWLEDGED AND AGREED as of the date set forth below, confirming that Hargrove & Whitmore LLP accepts the engagement described in the foregoing letter on the terms set forth therein, and further confirming that Hargrove & Whitmore LLP has conducted a conflicts check against all parties identified herein and that no conflicts of interest exist that would preclude the firm from serving as Illinois local counsel in connection with the Transaction:

HARGROVE & WHITMORE LLP

By: ________

Name: Robert Kimura

Title: Partner

Date: ________

Role	Entity / Individual	Jurisdiction / Details
Borrower	Nexford Industrial Holdings Inc.	Delaware corporation; EIN 36-4178552
Holdings / Direct Parent	Granite Peak NIH Holdings, LLC	Delaware LLC; EIN 85-3291047
Sponsor	Granite Peak Capital Partners, LP	Delaware LP; Managing Partners: Derek Calloway and Vanessa Liu; Deal Team Lead: Ryan Ostrowski (Principal)
Administrative Agent / Collateral Agent	Crescent Harbor Bank, N.A.	National banking association; 320 Federal Street, Boston, MA 02110
Agent's Counsel	Whitfield & Gage LLP	Margaret Ashby (Lead Partner); Jonathan Ferris (Working Associate); 51 West 52nd Street, New York, NY 10019
Sponsor's Counsel	Kellner Brandt & Associates LLP	Patricia Voss (Lead Partner); 900 Third Avenue, New York, NY 10022
Illinois-Organized Loan Party	Nexford Manufacturing Services, LLC	Illinois LLC; 1400 Industrial Parkway, Schaumburg, IL 60173
Delaware Local Counsel	Briarcliff Legal Group PA	Catherine Ellsworth (Lead Partner); 1000 North King Street, Wilmington, DE 19801 — engaged separately for Delaware entity opinions
Nexford General Counsel	David Engstrom	In-house; Schaumburg, IL
Nexford CFO	Michelle Kaplan	In-house; Schaumburg, IL
Nexford VP, Treasury	Priya Mehta	In-house; Schaumburg, IL
Date	Milestone
February 14, 2025	Commitment letter executed between Nexford and Crescent Harbor
February 24, 2025	First draft of the Credit Agreement expected from Whitfield & Gage LLP (on behalf of Crescent Harbor)
March 10, 2025	First drafts of the Security Agreement, Guarantee Agreement, and Pledge Agreement to be circulated by C&H (on behalf of the Borrower)
March 12, 2025	C&H to provide H&W with detailed instructions on the form and scope of the Illinois Local Opinion (formal correspondence to follow)
March 20, 2025	Preliminary draft of the Illinois Local Opinion expected from H&W, to be circulated to C&H and W&G for review and comment
March 24, 2025	Target date for execution-ready Transaction documents
March 28, 2025	Target Closing Date — final Illinois Local Opinion to be delivered; closing funding of the Term Loan B Facility
March 31, 2025	Post-closing: filing of UCC-3 Termination Statements with the Illinois Secretary of State to terminate existing financing statements in favor of Atlas Meridian Bank, N.A.
April 30, 2025	Post-closing deadline: delivery of recorded mortgages and title insurance policies for the Schaumburg and Rockford properties

CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, New York 10017
Telephone: (212) 455-7200 Facsimile: (212) 455-7201 www.calderwoodharkness.com
February 6, 2025
Robert Kimura, Esq. Hargrove & Whitmore LLP 233 South Wacker Drive, Suite 4500 Chicago, IL 60606
Re: Engagement as Illinois 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 Mr. Kimura:
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP ("we," "us," or "C&H") represents Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), with its principal offices located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, in connection with a proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B Facility" or the "Transaction"). As discussed during our telephone conversation on January 30, 2025, we are seeking to engage qualified Illinois local counsel to assist us in connection with certain Illinois law matters arising in the Transaction, and we believe that Hargrove & Whitmore LLP is well suited to serve in that capacity.
By way of background, Nexford is a leading diversified industrial manufacturing company and a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership (the "Sponsor"). The Sponsor holds its investment in Nexford through Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), which is the direct parent entity of the Borrower. The Sponsor acquired Nexford in a leveraged buyout transaction in 2019 and has overseen significant operational improvements and bolt-on acquisitions during the period of its ownership.
The proceeds of the Term Loan B Facility will be used to accomplish the following objectives: (i) refinance the Borrower's existing $875,000,000 first lien term loan facility and $190,000,000 revolving credit facility, in each case with Atlas Meridian Bank, N.A. serving as administrative agent (collectively, the "Existing Facilities"); (ii) fund an approximately $335,000,000 dividend recapitalization distribution to Holdings (and, indirectly, to the Sponsor and its limited partners); (iii) pay approximately $38,625,000 in transaction fees, original issue discount, arranger fees, legal fees, and other expenses incurred in connection with the Transaction; and (iv) place approximately $147,000,000 of unrestricted cash on Nexford's balance sheet for general corporate purposes and working capital needs.
Crescent Harbor Bank, N.A. ("Crescent Harbor"), with offices at 320 Federal Street, Boston, Massachusetts 02110, is serving as sole lead left arranger, bookrunner, administrative agent, and collateral agent for the Term Loan B Facility. We anticipate that Ironwood Capital Markets, LLC and Northvane Securities, Inc. will join the syndication group as joint lead arrangers, although their formal engagement is not yet finalized. The Transaction is currently proceeding on a target closing date of March 28, 2025, and all parties are working toward that objective.
We are writing to formally engage Hargrove & Whitmore LLP ("H&W" or "you") as Illinois local counsel to C&H and, through C&H, to the Borrower, in connection with the Transaction. The purpose of this letter is to set forth the terms and conditions of that engagement, including the scope of your responsibilities, the applicable fee arrangements, and the protocols governing communication and document coordination. We ask that you review this letter carefully and confirm your acceptance by executing the countersignature block set forth at the conclusion of this letter.
2. Scope of Engagement
The scope of H&W's engagement as Illinois local counsel in connection with the Transaction is as follows:
2.1 Legal Opinions
H&W will be asked to deliver, on the closing date of the Transaction (currently targeted for March 28, 2025), a legal opinion letter (the "Illinois Local Opinion") addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, for the benefit of the Secured Parties under the Credit Agreement (as defined below). The Illinois Local Opinion will cover the following matters under the laws of the State of Illinois:
(a) Enforceability Opinion. H&W will opine as to the enforceability of the Credit Agreement (the "Credit Agreement"), the Guarantee Agreement, the Security Agreement, and such other related loan documents as may be specified by C&H and the Administrative Agent's counsel (collectively, the "Loan Documents") against the Illinois-organized Loan Party — specifically, Nexford Manufacturing Services, LLC, an Illinois limited liability company formed and existing under the Illinois Limited Liability Company Act ("NMS") — including, without limitation, opinions as to the due organization, valid existence, and good standing of NMS under Illinois law; the due authorization of the execution, delivery, and performance of the Loan Documents by NMS; the due execution and delivery of the Loan Documents by NMS; and the enforceability of such Loan Documents against NMS in accordance with their respective terms, in each case subject to customary qualifications, assumptions, and exceptions.
(b) Perfection Opinion. H&W will opine as to the perfection of the security interests granted by NMS in personal property collateral described in the Security Agreement upon the filing of a UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois, to the extent that perfection of such security interests may be accomplished by filing under the Illinois Uniform Commercial Code (810 ILCS 5/9-101 et seq.). This opinion will address the perfection of security interests in those categories of collateral as to which a filing in the Illinois Secretary of State's office is both necessary and sufficient to achieve perfection, subject to customary assumptions, qualifications, and limitations.
(c) No Conflicts Opinion. H&W will opine that the execution, delivery, and performance by NMS of the Loan Documents to which NMS is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) violate any provision of the laws of the State of Illinois applicable to NMS, (ii) conflict with, result in a breach of, or constitute a default under the organizational documents of NMS as filed or registered in Illinois, or (iii) require the consent, approval, or authorization of, or any filing or registration with, any governmental authority of the State of Illinois (other than filings and recordings necessary to perfect the liens and security interests created under the Loan Documents), subject in each case to customary qualifications and assumptions.
The form, substance, and scope of the Illinois Local Opinion will be subject to the review and approval of Crescent Harbor's outside counsel, Whitfield & Gage LLP ("W&G"). The lead partner at W&G for this Transaction is Margaret Ashby, and the working associate is Jonathan Ferris; both are based at W&G's offices at 51 West 52nd Street, New York, New York 10019. As is customary in transactions of this nature, C&H anticipates that there will be negotiations between C&H, H&W, and W&G regarding the precise language, assumptions, qualifications, and exceptions to be included in the Illinois Local Opinion. C&H will coordinate those discussions and will provide H&W with a formal instruction letter setting forth the specific opinion requirements, anticipated qualifications, and documentary assumptions in advance of the opinion drafting process (currently anticipated to be delivered by March 12, 2025).
2.2 Real Property Matters
A significant component of the collateral package securing the Term Loan B Facility consists of real property located in the State of Illinois. Specifically, the Loan Parties are required to deliver mortgages (or deeds of trust, as applicable under Illinois law) on two properties owned by NMS:
(a) Schaumburg Property. The real property located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, situated in Cook County, Illinois, with an appraised value of approximately $85,000,000, which serves as Nexford's corporate headquarters and primary manufacturing facility. This property consists of approximately 625,000 square feet of combined office and manufacturing space on a 42-acre parcel.
(b) Rockford Property. The real property located at 2750 Commerce Drive, Rockford, Illinois 61101, situated in Winnebago County, Illinois, with an appraised value of approximately $42,000,000, which houses NMS's Precision Components manufacturing plant. This property consists of approximately 310,000 square feet of manufacturing and warehouse space on a 28-acre parcel.
H&W's engagement with respect to these real properties will include the following:
(i) reviewing and advising C&H regarding Illinois-specific requirements for the preparation, execution, and recording of mortgage instruments in Cook County, Illinois and Winnebago County, Illinois, including the form requirements applicable to mortgages under Illinois law (765 ILCS 5/11 et seq.), notarial requirements, and any county-specific recording requirements or practices;
(ii) advising on any mortgage recording taxes, transfer taxes, or documentary stamp taxes applicable to the recording of the mortgages in Cook County and Winnebago County, and coordinating with C&H's tax specialists regarding the calculation and payment of such amounts;
(iii) assisting with the preparation and review of mortgage documents in forms acceptable for recording in the applicable county recorder's offices, including any required riders, exhibits, or supplemental documents;
(iv) coordinating with Landmark Title Assurance Company, the title insurance underwriter engaged in connection with the Transaction, regarding Illinois-specific title insurance endorsement requirements, including but not limited to any endorsements required or customarily provided under Illinois law or practice with respect to institutional lending transactions secured by commercial real property; and
(v) assisting with the actual recording of the mortgages in the applicable county recorder's offices and confirming receipt of recorded instruments bearing recording information.
We note that the mortgages on the Illinois properties are designated as post-closing deliverables under the Credit Agreement, with a deadline for delivery of recorded mortgages and related title insurance policies of April 30, 2025 (being 33 days following the target closing date). Accordingly, H&W's engagement with respect to the real property matters described in this Section 2.2 will extend beyond the closing date and through the post-closing period as necessary to complete the delivery of these items within the prescribed timeframe.
2.3 UCC Filing Assistance
H&W will provide assistance with Uniform Commercial Code matters arising under Illinois law in connection with the Transaction, including:
(i) assistance with the preparation and filing of a UCC-1 Financing Statement with the Office of the Secretary of State of the State of Illinois naming Nexford Manufacturing Services, LLC (as Debtor) and Crescent Harbor Bank, N.A. (as Secured Party), in form sufficient to perfect the security interests granted under the Security Agreement in those categories of personal property collateral as to which perfection is accomplished by filing in the state of organization of the Debtor;
(ii) review of the results of UCC lien searches conducted against NMS and any other Illinois-organized entities within the Nexford corporate family with the Illinois Secretary of State and relevant county recorder's offices, and advice to C&H regarding the interpretation of such search results, including identification of any prior filings, judgment liens, tax liens, or other encumbrances of record that may affect the priority or perfection of the security interests contemplated by the Transaction;
(iii) advice on any unusual or Illinois-specific filing, perfection, or priority requirements under the Illinois Uniform Commercial Code, including any requirements relating to fixture filings, transmitting utilities, or other matters that may be relevant to the collateral package; and
(iv) following the closing of the Transaction, assistance with the preparation and filing of UCC-3 Termination Statements (or Amendments, as applicable) with the Illinois Secretary of State and applicable county offices to terminate existing financing statements filed in favor of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party in connection with the Existing Facilities, and to confirm the release of liens associated therewith.
2.4 General Illinois Law Advice
In addition to the specific matters described in Sections 2.1 through 2.3 above, H&W will be available to respond to questions from C&H regarding the laws of the State of Illinois as they arise during the course of the Transaction. Without limiting the generality of the foregoing, we anticipate that such questions may include:
(i) matters relating to the Illinois Limited Liability Company Act (805 ILCS 180/) as it pertains to the governance, authority, and capacity of NMS, including questions regarding the power of NMS to guarantee the obligations of the Borrower, to grant security interests in its assets, and to mortgage its real property;
(ii) review of Illinois-specific representations, warranties, covenants, and other provisions of the Security Agreement and Guarantee Agreement as they relate to NMS, to confirm that such provisions are consistent with and enforceable under Illinois law;
(iii) any questions regarding Illinois state regulatory requirements applicable to the Transaction or the business operations of NMS; and
(iv) such other Illinois law matters as may be reasonably requested by C&H from time to time during the course of the engagement.
We will endeavor to provide H&W with reasonable advance notice of any such requests and to frame our questions with sufficient specificity to permit H&W to respond efficiently.
3. Identification of Key Parties and Entities
For H&W's reference in conducting conflicts checks and in familiarizing itself with the Transaction, the following is a summary of the key parties and entities involved:
The Borrower's corporate family includes Holdings and eleven Subsidiary Guarantors, of which NMS is the only entity organized under the laws of the State of Illinois. The remaining Subsidiary Guarantors are organized under the laws of the State of Delaware. C&H has separately engaged Briarcliff Legal Group PA as Delaware local counsel to deliver Delaware law opinions in connection with the Transaction; H&W's engagement is limited exclusively to Illinois law matters as described in this letter.
4. C&H Engagement Team and Points of Contact
The members of the C&H team assigned to the Transaction, together with their respective roles, are as follows:
Claudia Merritt — Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP. Ms. Merritt serves as the Responsible Partner for this engagement and is the primary point of contact for partner-level matters, including any issues relating to the overall strategy, opinion scope, or inter-counsel coordination.
Ian Blackwood — Partner, Banking & Finance Practice Group, Calderwood & Harkness LLP. Mr. Blackwood serves as the Billing Partner for this engagement. All invoicing and fee-related matters should be directed to Mr. Blackwood's attention.
Marcus Leung — Associate, Banking & Finance Practice Group, Calderwood & Harkness LLP. Mr. Leung serves as the Lead Associate on the Transaction and is the day-to-day point of contact for H&W. Mr. Leung will coordinate the circulation of document drafts, communicate opinion requirements and instructions, manage the Transaction timeline, and serve as the primary liaison between H&W and the other parties and their counsel. Unless otherwise directed, all substantive communications from H&W should be directed to Mr. Leung in the first instance.
Sophie Tremblay — Associate, Banking & Finance Practice Group, Calderwood & Harkness LLP. Ms. Tremblay will coordinate the collection and distribution of organizational documents, good standing certificates, officer's certificates, schedules, and similar items needed for the opinion and closing process.
Sylvia Hartwell — Partner, Tax Practice Group, Calderwood & Harkness LLP. Ms. Hartwell may consult with H&W regarding state and local tax implications associated with the recording of the mortgages in Cook County and Winnebago County, Illinois, including any applicable mortgage recording taxes or transfer taxes.
All correspondence regarding the engagement should be directed to Marcus Leung, with copies to Claudia Merritt, at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017. We will provide Mr. Leung's direct telephone number and email address under separate cover.
5. Transaction Timeline and Key Dates
For planning purposes, the following is the current anticipated timeline for key milestones in the Transaction. Please note that these dates are subject to change based on the progress of negotiations, syndication, and document preparation, and C&H will keep H&W apprised of any material changes to the schedule:
We recognize that the timeline is aggressive, particularly with respect to the opinion drafting and negotiation process. We will endeavor to provide H&W with all necessary documents and information as early as practicable to facilitate H&W's review and to minimize the risk of delays.
6. Transaction Summary — Additional Context
For H&W's general reference, the following is a summary of certain additional terms and features of the Transaction:
Facility. The Term Loan B Facility will be a $1,400,000,000 senior secured institutional term loan, to be syndicated to a group of institutional lenders (CLOs, loan funds, insurance companies, and similar investors) arranged by Crescent Harbor. It is anticipated that Ironwood Capital Markets, LLC and Northvane Securities, Inc. will serve as joint lead arrangers in addition to Crescent Harbor.
Interest Rate. The Term Loan B Facility will bear interest at a rate per annum equal to the applicable Term SOFR rate (with a floor of 0.75%) plus a margin of 400 basis points.
Maturity. The Term Loan B Facility will mature on the seventh anniversary of the closing date, i.e., March 28, 2032.
Amortization. The Term Loan B Facility will amortize at a rate of 1.00% per annum of the original principal amount, payable in equal quarterly installments of $3,500,000 each, with the balance due at maturity.
Governing Law. The Credit Agreement and related Loan Documents (other than the mortgages and any other documents governed by the law of the state in which the applicable real property is located) will be governed by the laws of the State of New York.
Pro Forma Leverage. On a pro forma basis giving effect to the Transaction, the Borrower's first lien net leverage ratio is expected to be approximately 3.38x EBITDA.
Security. The obligations under the Credit Agreement will be secured by a first-priority security interest in substantially all assets of the Borrower and each Guarantor, including equity interests in first-tier domestic subsidiaries, personal property, intellectual property, and real property meeting certain value thresholds.
Guarantors. The obligations will be guaranteed by Holdings and eleven Subsidiary Guarantors, including NMS. NMS is the only Illinois-organized Guarantor.
Existing Senior Unsecured Notes. The Borrower has $250,000,000 in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 outstanding, issued under an indenture with Pinnacle Trust Company as trustee. These notes will remain outstanding following the closing of the Transaction, and an intercreditor agreement among the Administrative Agent, Pinnacle Trust Company, and the Borrower will be required.
Credit Ratings. The Borrower's corporate credit ratings are B1 (Corporate Family Rating) from Keystone Ratings Group, Inc. and B+ (Corporate Credit Rating) from Sentinel Credit Analytics, LLC. Facility-level ratings for the Term Loan B Facility are currently pending.
C&H will provide H&W with copies of the commitment letter, term sheet, and other summary documents as they become available, and will keep H&W informed of any material developments in the Transaction that may affect the scope or timing of H&W's work.
7. Fees and Billing Arrangements
H&W's fees for this engagement will be billed on an hourly basis at H&W's standard billing rates, as communicated to C&H separately. We understand that H&W will confirm its applicable hourly rates for the attorneys expected to work on this matter at the time of its acceptance of this engagement.
H&W should submit invoices to Calderwood & Harkness LLP, Attention: Ian Blackwood (Billing Partner), at 425 Lexington Avenue, New York, New York 10017, referencing C&H Matter No. 1005-00001 and billing code IBL-NIH-2025-031. Invoices may be submitted electronically, and C&H will provide electronic billing submission instructions upon request.
Invoices should be submitted on a monthly basis and should include detailed time entries sufficient to permit pass-through billing to Nexford. Each time entry should include the date of the work performed, the identity of the timekeeper, a narrative description of the services rendered, the time expended (in increments of one-tenth of an hour), and the applicable billing rate. C&H may request additional detail or reformatting of invoices to comply with the billing guidelines of Nexford or the Sponsor, and H&W agrees to cooperate with any such reasonable requests.
Disbursements incurred by H&W in connection with this engagement — including, without limitation, filing fees payable to the Illinois Secretary of State, UCC search fees, messenger and courier charges, recording fees for mortgages in Cook County and Winnebago County, title search charges, and similar out-of-pocket costs — are reimbursable at cost and should be itemized on H&W's invoices. Any individual disbursement exceeding $1,000 should be pre-approved by Marcus Leung prior to being incurred; H&W may obtain such approval by email.
C&H will be responsible for the payment of H&W's invoices in accordance with C&H's standard payment terms (currently net 30 days from receipt of invoice). Ultimate financial responsibility for H&W's fees and disbursements rests with the client, Nexford Industrial Holdings Inc., and C&H is acting in its capacity as lead counsel in coordinating the payment of local counsel fees.
We respectfully request that H&W provide C&H with a preliminary fee estimate for the full scope of work described in this letter within five (5) business days of the date hereof. The estimate should be broken down by category of work (i.e., opinion preparation, real property matters, UCC filings, and general Illinois law advice) and should include an estimate of anticipated disbursements. We understand that such estimate will be a good-faith projection and not a fee cap, but it will be helpful for budgeting purposes and for purposes of our reporting obligations to the client and the Sponsor.
8. Confidentiality
All information provided to H&W by C&H, Nexford, or any other party in connection with this engagement is confidential and is subject to the protections of the attorney-client privilege and/or the work product doctrine, as applicable. Such information includes, without limitation, the terms and structure of the Transaction, the identities of the parties involved, financial information and projections relating to Nexford and its subsidiaries, the terms of the Credit Agreement and other Transaction documents, and any legal analysis, memoranda, or other work product prepared by C&H or H&W in connection with the Transaction.
H&W shall not disclose any information regarding the Transaction or any party thereto to any third party without the prior written consent of C&H, except (i) as required by applicable law or by order of a court of competent jurisdiction, (ii) as necessary for H&W to perform the services described in this letter (including, without limitation, disclosures to title companies, governmental filing offices, and similar parties in the ordinary course of performing H&W's engagement), or (iii) to H&W's professional liability insurers in the ordinary course. In the event that H&W becomes subject to any legal requirement to disclose confidential information, H&W shall promptly notify C&H to the extent permitted by law so that C&H may seek a protective order or other appropriate remedy.
The existence and terms of this engagement letter are themselves confidential and shall not be disclosed by H&W to any person or entity other than H&W's partners, associates, and staff who have a need to know in connection with performing the services described herein.
9. Conflicts / Independence
H&W is requested to confirm, as a condition to the acceptance of this engagement, that it has conducted a conflicts check against all parties to the Transaction identified in this letter, including but not limited to the following:
•  Nexford Industrial Holdings Inc.
•  Granite Peak Capital Partners, LP
•  Granite Peak NIH Holdings, LLC
•  Nexford Manufacturing Services, LLC
•  Crescent Harbor Bank, N.A.
•  Atlas Meridian Bank, N.A.
•  Whitfield & Gage LLP
•  Kellner Brandt & Associates LLP
•  Briarcliff Legal Group PA
•  Ironwood Capital Markets, LLC
•  Northvane Securities, Inc.
•  Pinnacle Trust Company
•  Each Subsidiary Guarantor (a list of which will be provided by C&H upon request)
H&W should confirm that, following such conflicts check, no conflicts of interest exist that would preclude H&W from serving as Illinois local counsel in connection with the Transaction, or, if any potential conflicts are identified, that H&W has disclosed such conflicts to C&H and that appropriate waivers or consents have been obtained. H&W further agrees to promptly notify C&H of any potential or actual conflicts of interest that may arise at any time during the course of the engagement, including conflicts arising from new client relationships or matters undertaken by H&W after the date of this letter.
10. Limitation of Engagement
H&W's engagement in connection with the Transaction is limited strictly to the scope of services described in Section 2 of this letter. Without limiting the generality of the foregoing:
(a) H&W is not being engaged to provide advice on matters of federal law, the laws of any state other than the State of Illinois, or the laws of any foreign jurisdiction.
(b) H&W is not being engaged to render opinions on behalf of the Borrower, Holdings, or any Loan Party organized under the laws of any jurisdiction other than the State of Illinois. Opinions regarding the due organization, authorization, and enforceability of the Transaction documents with respect to the Delaware-organized Loan Parties are being provided by C&H and/or by Briarcliff Legal Group PA as Delaware local counsel.
(c) H&W is not being engaged to negotiate or draft any of the Transaction documents. C&H retains overall responsibility for the Transaction and for the coordination of all counsel engaged in connection therewith. H&W's role is advisory and limited to Illinois law matters within the scope described herein.
(d) H&W's Illinois Local Opinion will be addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent, and will be delivered for the benefit of the Secured Parties under the Credit Agreement. No other persons or entities shall be entitled to rely on H&W's opinion without H&W's prior written consent.
11. Document Delivery and Coordination
C&H will provide H&W with copies of all relevant Transaction documents, including drafts and final versions of the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the mortgage instruments, UCC filings and searches, and organizational documents for NMS (including its articles of organization, operating agreement, resolutions, certificates of good standing, and officer's certificates), as they become available. C&H anticipates that the initial distribution of organizational documents will occur during the week of February 24, 2025, and that drafts of the principal Transaction documents will be circulated as indicated in the timeline set forth in Section 5 above.
H&W should direct all comments, questions, and markup of Transaction documents to Marcus Leung at C&H. To ensure efficient and coordinated communication and to avoid any confusion or miscommunication among the various counsel and parties involved in the Transaction, H&W should not communicate directly with the client (including Nexford's general counsel, David Engstrom, or any other Nexford personnel), Crescent Harbor Bank, N.A., Whitfield & Gage LLP, Kellner Brandt & Associates LLP, or any other counsel or party involved in the Transaction without first coordinating through C&H, unless C&H has specifically authorized direct communication on a particular matter. We recognize that, in certain instances, direct communication between H&W and W&G or between H&W and the county recorder's offices and title company may be more efficient, and we will work with H&W to establish appropriate protocols for such communications as the Transaction progresses.
12. Term and Termination
This engagement will commence upon H&W's execution and return of this letter and will continue until the completion of all services described herein, including the delivery of all post-closing items referenced in Section 2 above, unless earlier terminated by either party upon written notice to the other. Based on the current Transaction timeline, we anticipate that the engagement will be fully completed on or about April 30, 2025, upon delivery of the recorded mortgages and title insurance policies for the Schaumburg and Rockford properties. In the event that the post-closing period is extended by agreement of the parties to the Credit Agreement, C&H will notify H&W accordingly, and H&W's engagement will continue through any such extended period.
Either party may terminate this engagement upon written notice to the other; provided, however, that in the event of termination, H&W shall (i) promptly return or make available all documents and files received from C&H in connection with the engagement, (ii) cooperate in the orderly transition of any pending matters to successor Illinois local counsel designated by C&H, and (iii) be entitled to payment for all services rendered and disbursements incurred through the effective date of termination.
13. Acceptance and Confirmation
If the foregoing terms are acceptable to H&W, we respectfully request that Robert Kimura, as a partner of Hargrove & Whitmore LLP authorized to accept engagements on behalf of the firm, countersign and return a copy of this letter to C&H to confirm H&W's acceptance of the engagement on the terms described herein. A copy may be returned by email (in PDF format) to Marcus Leung, with the original to follow by overnight courier. We would appreciate receiving H&W's executed acceptance and confirmation of conflicts clearance by no later than February 13, 2025, in order to permit H&W sufficient time to begin reviewing materials and preparing for the opinion process in advance of the first draft of the Credit Agreement.
We look forward to working with you and your team on this Transaction, and we are confident that H&W's expertise in Illinois law will be a valuable asset to the successful closing of this matter. Please do not hesitate to contact me or Marcus Leung if you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner, Banking & Finance Practice Group
cc: Ian Blackwood, Esq., Calderwood & Harkness LLP Marcus Leung, Esq., Calderwood & Harkness LLP
ACCEPTANCE AND CONFIRMATION
ACKNOWLEDGED AND AGREED as of the date set forth below, confirming that Hargrove & Whitmore LLP accepts the engagement described in the foregoing letter on the terms set forth therein, and further confirming that Hargrove & Whitmore LLP has conducted a conflicts check against all parties identified herein and that no conflicts of interest exist that would preclude the firm from serving as Illinois local counsel in connection with the Transaction:
HARGROVE & WHITMORE LLP
By: ________
Name: Robert Kimura
Title: Partner
Date: ________
Role | Entity / Individual | Jurisdiction / Details
Borrower | Nexford Industrial Holdings Inc. | Delaware corporation; EIN 36-4178552
Holdings / Direct Parent | Granite Peak NIH Holdings, LLC | Delaware LLC; EIN 85-3291047
Sponsor | Granite Peak Capital Partners, LP | Delaware LP; Managing Partners: Derek Calloway and Vanessa Liu; Deal Team Lead: Ryan Ostrowski (Principal)
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A. | National banking association; 320 Federal Street, Boston, MA 02110
Agent's Counsel | Whitfield & Gage LLP | Margaret Ashby (Lead Partner); Jonathan Ferris (Working Associate); 51 West 52nd Street, New York, NY 10019
Sponsor's Counsel | Kellner Brandt & Associates LLP | Patricia Voss (Lead Partner); 900 Third Avenue, New York, NY 10022
Illinois-Organized Loan Party | Nexford Manufacturing Services, LLC | Illinois LLC; 1400 Industrial Parkway, Schaumburg, IL 60173
Delaware Local Counsel | Briarcliff Legal Group PA | Catherine Ellsworth (Lead Partner); 1000 North King Street, Wilmington, DE 19801 — engaged separately for Delaware entity opinions
Nexford General Counsel | David Engstrom | In-house; Schaumburg, IL
Nexford CFO | Michelle Kaplan | In-house; Schaumburg, IL
Nexford VP, Treasury | Priya Mehta | In-house; Schaumburg, IL
Date | Milestone
February 14, 2025 | Commitment letter executed between Nexford and Crescent Harbor
February 24, 2025 | First draft of the Credit Agreement expected from Whitfield & Gage LLP (on behalf of Crescent Harbor)
March 10, 2025 | First drafts of the Security Agreement, Guarantee Agreement, and Pledge Agreement to be circulated by C&H (on behalf of the Borrower)
March 12, 2025 | C&H to provide H&W with detailed instructions on the form and scope of the Illinois Local Opinion (formal correspondence to follow)
March 20, 2025 | Preliminary draft of the Illinois Local Opinion expected from H&W, to be circulated to C&H and W&G for review and comment
March 24, 2025 | Target date for execution-ready Transaction documents
March 28, 2025 | Target Closing Date — final Illinois Local Opinion to be delivered; closing funding of the Term Loan B Facility
March 31, 2025 | Post-closing: filing of UCC-3 Termination Statements with the Illinois Secretary of State to terminate existing financing statements in favor of Atlas Meridian Bank, N.A.
April 30, 2025 | Post-closing deadline: delivery of recorded mortgages and title insurance policies for the Schaumburg and Rockford properties

CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND CONFIRMATION

HARGROVE & WHITMORE LLP

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