1005-00001 · Nexford Industrial Holdings · Engagement & Administrative

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Lexington Avenue New York, New York 10017 Telephone: (212) 884-7000 Facsimile: (212) 884-7001 www.calderwoodharkness.com

February 3, 2025

Mr. David Engstrom General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

cc: Michelle Kaplan, Chief Financial Officer Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

cc: Priya Mehta, Vice President, Treasury & Corporate Finance Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

Re: Engagement of Calderwood & Harkness LLP by Nexford Industrial Holdings Inc. in connection with $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization Matter No.: 1005-00001 Billing Code: IBL-NIH-2025-031

Dear Mr. Engstrom:

1. INTRODUCTION AND ENGAGEMENT CONFIRMATION

Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") is pleased to confirm that it has been engaged to act as counsel to Nexford Industrial Holdings Inc., a corporation organized under the laws of the State of Delaware (the "Company" or "Nexford"), in connection with the transaction described in further detail in Section 2 below (the "Transaction"). We appreciate the confidence you and the Company have placed in this Firm, and we look forward to providing Nexford with the highest quality of legal counsel throughout this engagement.

This engagement arises from our recent discussions with Nexford management, including yourself in your capacity as General Counsel, and with representatives of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor"), the private equity sponsor of Nexford. As you have informed us, Granite Peak, acting through its affiliates Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, controls the Company through its direct parent entity, Granite Peak NIH Holdings, LLC. We understand that the Company's board of directors considered and approved the proposed refinancing and related dividend recapitalization at a duly convened meeting held on January 13, 2025, and that the board authorized the officers of the Company to engage external legal counsel, financial advisors, and other professionals in furtherance of the Transaction.

This letter (the "Engagement Letter") sets forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Nexford in connection with the Transaction. We are opening Matter No. 1005-00001 in our internal records management system for this engagement, and all time entries, disbursements, and correspondence should reference this matter number and the billing code IBL-NIH-2025-031.

We ask that you review this Engagement Letter carefully and, if its terms are acceptable to the Company, execute and return a copy as provided in Section 11 below.

2. DESCRIPTION OF THE TRANSACTION

Based on our discussions with you and the materials you have provided to date, including the preliminary term sheet circulated by Crescent Harbor Bank, N.A. on January 22, 2025, and the board resolution package dated January 13, 2025, we understand the Transaction to be structured as follows:

2.1 The Facility. The Transaction contemplates a $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility"), to be documented under a credit agreement governed by New York law.

2.2 Borrower. The borrower under the Facility will be Nexford Industrial Holdings Inc.

2.3 Administrative Agent and Arrangers. Crescent Harbor Bank, N.A., a national banking association headquartered at 320 Federal Street, Boston, Massachusetts 02110, will act as lead left arranger, sole bookrunner, administrative agent, and collateral agent for the Facility (in such capacities, the "Agent"). Ironwood Capital Markets, LLC and Northvane Securities, Inc. are expected to serve as joint lead arrangers, to the extent they join during the syndication process. Additional co-managers or participants may be added to the syndicate group at the Agent's discretion, in consultation with the Company.

2.4 Use of Proceeds. The proceeds of the Term Loan B will be applied as follows:

(a) Refinancing of Existing Indebtedness. Repayment in full of the Company's existing $875,000,000 first lien term loan facility and termination of the Company's existing $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent. The estimated payoff amount for the existing first lien term loan, inclusive of accrued and unpaid interest through the anticipated closing date, is approximately $879,375,000. The existing revolving credit facility is currently undrawn and will be terminated upon closing of the Facility.

(b) Dividend Recapitalization. Funding of a dividend distribution of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, the Company's direct parent and sole stockholder ("Holdings"). Holdings will, in turn, distribute such funds upstream to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP in accordance with their respective partnership agreements and co-investment arrangements.

(c) Transaction Fees and Expenses. Payment of all transaction fees and expenses incurred in connection with the closing of the Facility, including arrangement fees, commitment fees, agency fees, legal fees and expenses of the Company and the Agent, advisory fees, rating agency fees, title and search fees, filing fees, and other customary closing costs. The aggregate amount of transaction fees and expenses is estimated at approximately $38,625,000.

(d) Cash to Balance Sheet. The remaining balance of approximately $147,000,000 will be retained on the Company's balance sheet for general corporate purposes and working capital needs.

2.5 Interest Rate. The Facility will bear interest at a rate per annum equal to Term SOFR (as published by CME Group Benchmark Administration Limited) plus a margin of 400 basis points (4.00%), subject to a Term SOFR floor of 0.75% (75 basis points).

2.6 Maturity. The Facility will mature seven (7) years from the closing date. Based on the anticipated closing date of March 28, 2025, the stated maturity date is expected to be March 28, 2032.

2.7 Security. The obligations under the Facility will be secured by a first-priority lien on substantially all of the assets of the Borrower and each Guarantor (as defined below), including but not limited to accounts receivable, inventory, equipment, general intangibles, intellectual property, deposit accounts, securities accounts, investment property, commercial tort claims, and owned real property, in each case subject to customary exceptions and permitted liens to be negotiated in the credit agreement.

2.8 Guarantors. The obligations under the Facility will be jointly and severally guaranteed by (i) Granite Peak NIH Holdings, LLC, as the Holdings Guarantor, and (ii) eleven (11) existing domestic subsidiaries of the Company (the "Subsidiary Guarantors," and together with the Holdings Guarantor, the "Guarantors"). A complete list of the Subsidiary Guarantors will be set forth on a schedule to the credit agreement.

2.9 Existing Senior Unsecured Notes. The Company's existing $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (CUSIP: 65432A AB1), for which Pinnacle Trust Company serves as indenture trustee, will remain outstanding and are not being refinanced or redeemed in connection with the Transaction. The Facility documentation will need to address the coexistence of the senior secured Facility and the existing unsecured notes, and the parties will enter into a First Lien/Unsecured Intercreditor Agreement (the "Intercreditor Agreement") between the Agent and Pinnacle Trust Company, which will set forth the respective rights and priorities of the holders of secured and unsecured indebtedness.

2.10 Governing Law. The credit agreement, guarantee agreement, security agreement, and all other Facility documentation will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

3. SCOPE OF REPRESENTATION

Calderwood & Harkness will serve as borrower's counsel to Nexford in connection with the Transaction. The specific scope of the legal services we will provide is set forth below. While we have endeavored to describe the anticipated scope of work comprehensively, the nature of a leveraged finance transaction of this size and complexity may require additional work or modifications to the scope described herein. We will keep you informed of any material changes to the scope and will seek your approval before undertaking significant additional work outside the categories described below.

3.1 Commitment Letter and Fee Letter. Review and negotiation of the commitment letter issued by Crescent Harbor Bank, N.A. (the "Commitment Letter") and the related fee letter (the "Fee Letter"). We note that the Commitment Letter was executed by the Company on February 14, 2025, and the Fee Letter was executed on February 18, 2025. Work on mark-ups to certain conditions precedent and flex provisions in these documents is already underway, and we will continue to advise the Company on matters arising under the Commitment Letter and Fee Letter through the closing of the Facility.

3.2 Term Sheet. Review and negotiation of the summary of terms and conditions (the "Term Sheet") attached to or referenced in the Commitment Letter, including analysis of financial covenants, negative covenants, affirmative covenants, events of default, and other material terms.

3.3 Credit Agreement. Drafting, review, and negotiation of the credit agreement governing the Facility (the "Credit Agreement"), including all exhibits, schedules, annexes, and related documentation. The Company's principal counterparty in the negotiation of the Credit Agreement will be the Agent's counsel, Whitfield & Gage LLP, under the direction of Margaret Ashby, lead partner. We will lead the negotiation of the Credit Agreement on the Company's behalf, with particular attention to financial covenant levels, restricted payment capacity (including capacity for future dividends and distributions), incremental facility provisions, debt and lien baskets, asset sale and mandatory prepayment sweep provisions, equity cure mechanics, and other provisions that are material to the Company's operational and financial flexibility.

3.4 Collateral and Security Documents. Drafting of the following collateral and security documents:

(a) Guarantee Agreement, to be executed by each Guarantor in favor of the Agent;

(b) Security Agreement (Borrower and Subsidiary Guarantors), granting a first-priority security interest in substantially all personal property of the Borrower and each Subsidiary Guarantor;

(c) Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC will pledge 100% of the equity interests in the Borrower;

(d) Borrower Pledge Agreement, pursuant to which the Borrower will pledge 100% of the equity interests in each direct domestic subsidiary;

(e) Subsidiary Pledge Agreements, pursuant to which each Subsidiary Guarantor will pledge 100% of the equity interests in each of its direct domestic subsidiaries;

(f) CFC Holdco Limited Pledge Agreement, pursuant to which each pledgor will pledge no more than 65% of the voting equity interests and 100% of the non-voting equity interests in each controlled foreign corporation ("CFC") and each CFC holdco;

(g) intellectual Property Security Agreement, granting a security interest in all registered and material unregistered patents, trademarks, and copyrights of the Borrower and each Subsidiary Guarantor; and

(h) all related collateral documents, assignments, powers of attorney, and ancillary instruments required by the Agent.

3.5 Intercreditor Agreement. Negotiation of the First Lien/Unsecured Intercreditor Agreement with Pinnacle Trust Company, as trustee under the indenture governing the Company's 7.250% Senior Unsecured Notes due 2028. The Intercreditor Agreement will address, among other matters, lien priority, standstill provisions, turnover obligations, and rights in connection with enforcement actions and bankruptcy proceedings.

3.6 UCC Filings. Preparation and filing of UCC-1 financing statements in the following jurisdictions, as required to perfect the Agent's security interest in the personal property collateral of the Borrower and each Guarantor:

• Delaware (Secretary of State)

• Illinois (Secretary of State)

• Pennsylvania (Department of State)

• South Carolina (Secretary of State)

• Texas (Secretary of State)

• Michigan (Department of State)

3.7 UCC-3 Termination Filings. Coordination with Atlas Meridian Bank, N.A. and its counsel to procure and file UCC-3 termination statements with respect to all existing UCC-1 financing statements filed in connection with the Company's existing first lien credit facility, to evidence the release of Atlas Meridian Bank, N.A.'s security interests upon repayment and termination of the existing indebtedness.

3.8 Mortgage Documentation. Preparation of mortgages, deeds of trust, or equivalent instruments (as required by applicable state law) for the following four (4) owned real properties of the Company and its Subsidiary Guarantors:

The aggregate appraised value of the four mortgaged properties is approximately $193,000,000. Mortgage documentation will include, as applicable, mortgage instruments, fixture filings, assignments of leases and rents, environmental indemnity agreements, and related ancillary documents.

3.9 Deposit Account and Securities Account Control Agreements. Preparation and delivery of deposit account control agreements ("DACAs") with each depository bank at which the Borrower or any Guarantor maintains deposit accounts, and securities account control agreements ("SACAs") with each securities intermediary at which the Borrower or any Guarantor maintains securities accounts, in each case as required by the security documents and the Credit Agreement.

3.10 Legal Due Diligence. Conduct of legal due diligence on Nexford and its subsidiaries, including review and analysis of the following:

(a) Organizational documents (certificates of incorporation, certificates of formation, bylaws, operating agreements, partnership agreements, certificates of good standing, and qualification to do business);

(b) Material contracts, including customer agreements, supplier agreements, joint venture agreements, license agreements, and management and consulting agreements;

(d) Regulatory compliance, including environmental, health and safety, labor and employment, ERISA, and intellectual property matters;

(e) UCC lien searches, federal and state tax lien searches, and judgment searches in all relevant jurisdictions;

(f) intellectual property lien searches (United States Patent and Trademark Office and United States Copyright Office);

(g) Real property title commitments, surveys, and zoning compliance letters for each mortgaged property;

(h) Environmental assessment review, including Phase I Environmental Site Assessments and, where applicable, Phase II reports for each mortgaged property; and

(i) Insurance program review, including property, casualty, general liability, umbrella, workers' compensation, environmental liability, and directors' and officers' liability insurance policies.

3.11 Closing Certificates and Deliverables. Preparation and delivery of the following closing certificates and deliverables:

(a) Officer's certificates for the Borrower and each Guarantor, attaching copies of organizational documents, resolutions, and incumbency certifications;

(b) Secretary's certificates for the Borrower and each Guarantor, certifying as to the accuracy and completeness of the attached organizational documents and resolutions;

(c) Solvency certificate of the Chief Financial Officer of the Borrower, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis, after giving effect to the Transaction;

(d) Compliance certificates, including initial compliance certificates under the Credit Agreement; and

(e) Such other certificates and deliverables as may be required by the Credit Agreement or reasonably requested by the Agent.

3.12 Legal Opinions. Rendering of legal opinions by Calderwood & Harkness, as New York counsel to the Borrower, addressed to the Agent and the lenders under the Facility, with respect to the following matters:

(a) Due authorization, execution, delivery, and enforceability of the Credit Agreement, Guarantee Agreement, Security Agreement, and other Facility documentation governed by New York law;

(b) No conflicts with applicable New York law or, to our knowledge, certain agreements; and

(c) Perfection of security interests under Article 9 of the Uniform Commercial Code as in effect in the State of New York with respect to personal property collateral perfected by the filing of UCC-1 financing statements.

3.13 Coordination with Local Counsel. Coordination with the following local counsel firms, which will provide local law opinions and advice in connection with the Transaction:

(a) Hargrove & Whitmore LLP (Robert Kimura, lead partner), 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 — engaged as Illinois local counsel to provide enforceability opinions with respect to the Facility documentation under Illinois law and perfection opinions with respect to UCC filings in Illinois; and

(b) Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), 1000 North King Street, Wilmington, Delaware 19801 — engaged as Delaware local counsel to provide entity-level opinions with respect to the due organization, valid existence, and good standing of each entity organized under Delaware law, and the corporate or limited liability company authority to enter into the Transaction.

We will coordinate with each of these local counsel firms to ensure that the scope and substance of their respective opinions are consistent with market practice for transactions of this type and satisfactory to the Agent.

3.14 Funds Flow and Closing Mechanics. Preparation of the funds flow memorandum, detailing all funding sources and uses and setting forth wire transfer instructions for each payment to be made on the closing date. We will prepare and circulate the closing agenda, coordinate the collection and compilation of all signature pages, and manage the closing process, including any pre-closing and closing conference calls and escrow arrangements.

3.15 Payoff and Lien Release Documentation. Review and analysis of the payoff letter to be delivered by Atlas Meridian Bank, N.A., confirming the aggregate amount required to repay in full all outstanding obligations under the existing first lien credit facility and to terminate all commitments thereunder. We will review all lien release documentation, including UCC-3 termination statements, mortgage satisfactions and releases, deposit account and securities account control agreement terminations, and intellectual property lien releases.

3.16 Tax Analysis and Advice. Tax analysis and advice in connection with the Transaction will be provided by Sylvia Hartwell, Specialist Partner in Calderwood & Harkness's Tax Department, and will include the following:

(a) Analysis of the tax consequences of the dividend recapitalization to the Company, Holdings, Granite Peak Capital Fund IV, LP, and GP Fund IV Co-Invest, LP, including characterization of the dividend distribution and potential tax attributes;

(b) Analysis under Section 163(j) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the deductibility of interest expense incurred under the Facility, including calculation of the adjusted taxable income limitation and the application of carryforward rules;

(c) Withholding tax and FATCA (Foreign Account Tax Compliance Act) considerations applicable to the syndication of the Facility to foreign lenders and the structuring of participation by non-U.S. persons; and

(d) State and local tax implications of the recording of mortgages in Illinois, South Carolina, and Texas, including analysis of applicable mortgage recording taxes, documentary stamp taxes, and intangible taxes.

3.17 Post-Closing Administration. Following the closing of the Transaction, Calderwood & Harkness will assist with the following post-closing matters:

(a) Recording of mortgages, deeds of trust, and fixture filings in the applicable county recording offices;

(b) Review of title insurance policies issued by Landmark Title Assurance Company for each mortgaged property, and coordination to resolve any post-closing title objections or endorsement requirements;

(c) Completion of UCC-3 termination filings for the release of Atlas Meridian Bank, N.A.'s security interests, to the extent not completed prior to or at closing; and

(d) Compilation and delivery of original executed documents, including the closing binder, to the Company and the Agent.

3.18 Limitations on Scope. For the avoidance of doubt, the scope of this engagement is limited to the Transaction described herein and does not extend to any other matter unless separately agreed in writing. Without limiting the foregoing:

(a) This engagement does not include representation of Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, or Granite Peak NIH Holdings, LLC (collectively, the "Sponsor Parties"), each of which is separately represented by Kellner Brandt & Associates LLP (Patricia Voss, lead partner) in connection with the Transaction;

(b) This engagement does not include representation of Crescent Harbor Bank, N.A., in any capacity, which is separately represented by Whitfield & Gage LLP (Margaret Ashby, lead partner) in connection with the Transaction; and

(c) This engagement does not include representation of the Company in connection with any litigation, regulatory, tax controversy, or other matter unrelated to the Transaction, unless separately agreed in a supplemental engagement letter or amendment to this Engagement Letter.

4. ENGAGEMENT TEAM

Calderwood & Harkness has assembled the following team of attorneys to provide legal services to Nexford in connection with the Transaction:

Claudia Merritt, Partner — Banking & Finance (Responsible Partner). Ms. Merritt will serve as the Responsible Partner for this engagement. In this capacity, she will provide overall supervision of all workstreams, maintain the client relationship with Nexford and its management, and provide strategic direction on all material aspects of the Transaction. Ms. Merritt will lead principal-level negotiations with the Agent's counsel, Whitfield & Gage LLP, and will be the primary point of escalation for any issues requiring senior attention.

Ian Blackwood, Partner — Banking & Finance (Billing Partner). Mr. Blackwood will serve as the Billing Partner for this engagement. He will be responsible for billing oversight, fee arrangement management, and all client billing communications. Mr. Blackwood will review all invoices prior to submission to ensure compliance with the fee arrangements set forth in this Engagement Letter and with Nexford's outside counsel guidelines.

Marcus Leung, Associate — Banking & Finance (Lead Associate). Mr. Leung will serve as the Lead Associate and will be responsible for the day-to-day management of all workstreams in connection with the Transaction. His responsibilities will include drafting and negotiation of the Credit Agreement and related Facility documentation, coordination with counterparty counsel and local counsel, management of the due diligence process, and oversight of closing logistics. Mr. Leung will serve as the primary day-to-day contact for Nexford's in-house legal team.

Sophie Tremblay, Associate — Banking & Finance (Working Associate). Ms. Tremblay will assist Mr. Leung in all aspects of the Transaction, with particular responsibility for legal due diligence, preparation of collateral and security documents (including pledge agreements, UCC filings, and mortgage documentation), compilation of organizational documents and certificates, and coordination of closing logistics, including the closing agenda, signature page compilation, and closing binder preparation.

Sylvia Hartwell, Partner — Tax (Specialist Partner). Ms. Hartwell will provide tax structuring advice in connection with the Transaction, including analysis of the dividend recapitalization tax consequences, Section 163(j) interest deductibility analysis, FATCA and withholding tax considerations, and state and local tax implications of mortgage recording, as described in Section 3.16 above.

From time to time, it may be necessary to assign additional attorneys, paraprofessionals, or support staff to the engagement to address particular workstreams or to accommodate scheduling requirements. We will provide prior notice to the Company before assigning any additional timekeeper whose hourly rate exceeds $500 per hour, and we will ensure that all timekeepers assigned to the matter are appropriately experienced for the tasks to which they are assigned.

5. FEE ARRANGEMENTS

5.1 Billing Rates

Fees for legal services rendered in connection with the Transaction will be billed on an hourly basis at Calderwood & Harkness's standard rates for the assigned timekeepers, as set forth in the Rate Schedule attached hereto as Exhibit A. The rates set forth in Exhibit A reflect the Firm's current standard rates for the 2025 calendar year, subject to any agreed adjustments pursuant to Nexford's outside counsel guidelines, which we have reviewed and acknowledge.

Calderwood & Harkness's standard billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. In the event that the Transaction extends beyond December 31, 2025, we will provide the Company with at least thirty (30) days' advance written notice of any rate adjustment applicable to the assigned timekeepers.

5.2 Billing Procedures

Calderwood & Harkness will submit invoices to the Company on a monthly billing cycle, with invoices issued within approximately fifteen (15) business days following the close of each calendar month. All invoices should be directed to the attention of:

Mr. David Engstrom General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

with a copy to:

Ms. Priya Mehta Vice President, Treasury & Corporate Finance Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

All invoices and time entries will reference Matter No. 1005-00001 and Billing Code IBL-NIH-2025-031. Each invoice will include a detailed breakdown of services rendered, identifying the timekeeper responsible for each entry, the number of hours expended, the applicable billing rate, and a narrative description of the services performed in sufficient detail to permit review and approval by the Company's legal and finance departments.

Payment of invoices is due net thirty (30) days from the date of invoice. Calderwood & Harkness reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), commencing thirty (30) days after the invoice date. We trust that prompt payment will make it unnecessary to invoke this provision.

5.3 Disbursements and Expenses

In addition to fees for professional services, Nexford will reimburse Calderwood & Harkness for all reasonable out-of-pocket expenses incurred in connection with the Transaction. Such expenses may include, without limitation:

(a) Filing fees, including UCC-1 and UCC-3 filing fees, mortgage recording fees, documentary stamp taxes, and intangible taxes;

(b) Search fees, including UCC lien searches, federal and state tax lien searches, judgment searches, intellectual property lien searches, and real property title searches;

(c) Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with due diligence site visits, closing meetings, or other travel reasonably required by the Transaction;

(d) Messenger, courier, and express delivery charges;

(e) Document reproduction, printing, and binding charges; and

(f) Third-party vendor fees, including fees charged by title companies, survey companies, and environmental consultants, to the extent engaged by or through the Firm on behalf of the Company.

Fees and expenses of the local counsel firms engaged in connection with the Transaction — Hargrove & Whitmore LLP (Chicago, Illinois) and Briarcliff Legal Group PA (Wilmington, Delaware) — will be billed directly by those firms to the Company in accordance with their respective engagement letters with the Company. In the event that any local counsel fees or expenses are billed through Calderwood & Harkness for administrative convenience, such amounts will be passed through to the Company at cost, without markup.

We note that certain transaction fees and expenses, including Calderwood & Harkness's legal fees and expenses, are expected to be funded from the proceeds of the Facility and are included in the approximately $38,625,000 total transaction fees and expenses budget described in Section 2.4(c) above.

5.4 Budget Estimate

A separate internal budget estimate memorandum was prepared by the Firm and is dated February 4, 2025. An estimated budget range for Calderwood & Harkness's fees and expenses in connection with the Transaction will be provided to the Company under separate cover. The budget estimate will be based on our current understanding of the Transaction, including the expected number and complexity of negotiation rounds, the scope of due diligence, and the number of collateral and closing documents to be prepared.

We wish to note, however, that actual fees and expenses will depend on a number of factors that are not entirely within the Firm's control, including the complexity and duration of negotiations with the Agent and arranger's counsel, the number of drafts required for the Credit Agreement and related documentation, the scope and findings of legal due diligence, the extent of any additional issues that arise during the course of the Transaction (including title or environmental matters, lien priority disputes, or intercreditor negotiations), and the timeliness of information provided by the Company, the Agent, and other parties. We will endeavor to keep you informed of the status of fees and expenses relative to the budget estimate, and we will promptly advise you if we anticipate that actual fees and expenses will materially exceed the estimated range.

6. CLIENT IDENTIFICATION AND CONFLICTS

6.1 Client Identification. The client in this engagement is Nexford Industrial Holdings Inc. Our duties of loyalty, confidentiality, and zealous representation run to the Company, and to the Company alone, in connection with the Transaction. For the avoidance of doubt, our client in this engagement is not:

(a) Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, or Granite Peak NIH Holdings, LLC (each of which is separately represented by Kellner Brandt & Associates LLP in connection with the Transaction);

(b) Any subsidiary of Nexford Industrial Holdings Inc. (although the subsidiaries are the subject of our due diligence and will be parties to certain Facility documentation);

(d) Crescent Harbor Bank, N.A. or any other lender, arranger, or agent under the Facility.

While we understand that the interests of the Company and the Sponsor Parties are generally aligned in connection with the Transaction, situations may arise in which the interests of the Company diverge from those of the Sponsor Parties or other constituents. In such circumstances, our duty is to advise and represent the Company in accordance with its best interests, as determined by its board of directors and authorized officers.

6.2 Conflicts Check. In accordance with our standard intake procedures and applicable rules of professional conduct, Calderwood & Harkness conducted a comprehensive conflicts check, which was completed on January 31, 2025. The conflicts check was run against all known parties to the Transaction, including the following entities and their known affiliates:

• Nexford Industrial Holdings Inc. and all domestic and foreign subsidiaries

• Granite Peak Capital Partners, LP

• Granite Peak Capital Fund IV, LP

• GP Fund IV Co-Invest, LP

• Granite Peak Capital GP IV, LLC

• Granite Peak NIH Holdings, LLC

• Crescent Harbor Bank, N.A.

• Atlas Meridian Bank, N.A.

• Ironwood Capital Markets, LLC

• Northvane Securities, Inc.

• Ridgeline Asset Management, LP

• Halcyon Credit Partners, LLC

• Verdant Institutional Investors, LP

• Cascadia Loan Fund III, LP

• Bluewater Fixed Income Fund, LP

• Pinnacle Trust Company

• Whitfield & Gage LLP

• Kellner Brandt & Associates LLP

• Stonebridge Advisory Group, LLC

• Ashworth & Kendrick LLP

• Keystone Ratings Group, Inc.

• Sentinel Credit Analytics, LLC

The conflicts check was reviewed and cleared by Claudia Merritt, Responsible Partner. Based on the results of the conflicts check, no disqualifying conflicts of interest were identified that would prevent Calderwood & Harkness from representing the Company in connection with the Transaction.

6.3 Advance Waiver. Calderwood & Harkness is a large, full-service law firm with offices in multiple jurisdictions and a diverse client base that includes financial institutions, private equity sponsors, corporate borrowers, and other market participants. It is possible that, during the course of this engagement or in the future, the Firm may be asked to represent one or more of the parties identified in Section 6.2 above in matters that are unrelated to the Transaction. By executing this Engagement Letter, the Company acknowledges and agrees that Calderwood & Harkness may represent any such party in matters that are not substantially related to the Transaction and that do not involve the assertion of a claim against the Company or a defense of a claim asserted by the Company, provided that the Firm maintains appropriate information barriers and complies with all applicable rules of professional conduct. This advance waiver does not extend to any representation that would be directly adverse to the Company in connection with the Transaction or any matter substantially related thereto.

7. CONFIDENTIALITY

Calderwood & Harkness acknowledges that, in the course of performing the legal services contemplated by this Engagement Letter, the Firm and its attorneys, paraprofessionals, and staff will receive and have access to confidential and proprietary information of Nexford, its subsidiaries, Granite Peak, and other parties to the Transaction. Such information may include, without limitation, financial statements, projections, business plans, trade secrets, customer and supplier information, pricing data, technical information, intellectual property, personnel information, and information subject to contractual confidentiality obligations.

The Firm will treat all such information as confidential and will not disclose it to any third party except: (a) as authorized by the Company in writing; (b) as necessary to render the legal services contemplated by this engagement (including disclosure to local counsel, title companies, and other professionals engaged in connection with the Transaction); (c) as required by applicable law, regulation, or court order; or (d) as permitted by the applicable rules of professional conduct.

Calderwood & Harkness maintains comprehensive information security policies and practices, including physical security measures, electronic access controls, encryption of electronic communications and data storage, and personnel training programs. The Firm's information security program is reviewed and updated on a periodic basis and is designed to protect the confidentiality, integrity, and availability of client information. A summary of the Firm's information security practices is available upon request.

8. DOCUMENT RETENTION

Upon completion of the Transaction, Calderwood & Harkness will compile original executed closing documents into a closing binder (or multiple binders, as appropriate), which will be delivered to the Company. Electronic copies of all closing documents will also be made available through the Firm's secure document management portal.

Working files, internal memoranda, drafts, attorney notes, and other work product generated during the course of the engagement will be retained in accordance with Calderwood & Harkness's standard document retention schedule. Under the Firm's current policies, client matter files are retained for a minimum period of ten (10) years following the closure of the matter, after which they may be destroyed in accordance with the Firm's records management procedures. The Firm will provide the Company with reasonable advance notice before destroying any files related to this engagement and will, upon the Company's request, return or transfer such files to the Company or its designee prior to destruction.

The Company acknowledges that Calderwood & Harkness is not obligated to retain files indefinitely and that the Firm's document retention policies are subject to modification from time to time. The Company is encouraged to maintain its own complete set of all Transaction documents.

9. TERMINATION

Either the Company or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Calderwood & Harkness will take all steps reasonably necessary to protect the Company's interests and to ensure an orderly transition of the matter, consistent with the Firm's professional and ethical obligations.

Upon termination of the engagement, the Company will remain responsible for payment of all fees for professional services rendered and all disbursements and expenses incurred through the effective date of termination. Calderwood & Harkness will prepare and submit a final invoice promptly following the effective date of termination.

In the event that the Company elects to engage successor counsel following termination, Calderwood & Harkness will cooperate in the orderly transition of the matter to such successor counsel, including by making available relevant files, documents, and work product, subject to the Company's satisfaction of all outstanding fee obligations to the Firm.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Engagement Letter, and the relationship between Calderwood & Harkness and the Company arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

In the event of any dispute arising out of or relating to this engagement, including any dispute concerning the Firm's fees or the scope of services provided, the parties agree to attempt in good faith to resolve such dispute through direct negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice thereof, either party may submit the dispute to mediation or arbitration in accordance with the rules of the American Arbitration Association, or may commence an action in a court of competent jurisdiction in the State of New York, County of New York. All disputes shall be resolved in accordance with applicable rules of professional conduct, including the Rules of Professional Conduct of the State of New York.

Nothing in this Section 10 shall be construed to limit or waive any rights or remedies available to either party under applicable rules of professional conduct or law.

11. ACCEPTANCE AND EXECUTION

We are grateful for the opportunity to represent Nexford Industrial Holdings Inc. in connection with this significant transaction. If the terms and conditions of this Engagement Letter are acceptable to the Company, please indicate your acceptance by having an authorized representative of the Company sign and date a copy of this letter in the space provided below and return it to the attention of Claudia Merritt at the Firm's address set forth above (or by email to c.merritt@calderwoodharkness.com). Upon receipt of the signed copy, this Engagement Letter will constitute a binding agreement between Calderwood & Harkness and the Company with respect to the engagement described herein.

We look forward to working with you, Ms. Kaplan, Ms. Mehta, and the entire Nexford team on this matter. Should you have any questions regarding this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact Claudia Merritt at (212) 884-7200 or Marcus Leung at (212) 884-7345.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner — Banking & Finance

(Responsible Partner)

By: ________

Name: Ian Blackwood

Title: Partner — Banking & Finance

(Billing Partner)

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Nexford Industrial Holdings Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned is authorized to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Date: ________

EXHIBIT A

RATE SCHEDULE FOR ASSIGNED TIMEKEEPERS

Matter No. 1005-00001

Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
425 Lexington Avenue New York, New York 10017 Telephone: (212) 884-7000 Facsimile: (212) 884-7001 www.calderwoodharkness.com
February 3, 2025
Mr. David Engstrom General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
cc: Michelle Kaplan, Chief Financial Officer Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
cc: Priya Mehta, Vice President, Treasury & Corporate Finance Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Re: Engagement of Calderwood & Harkness LLP by Nexford Industrial Holdings Inc. in connection with $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization Matter No.: 1005-00001 Billing Code: IBL-NIH-2025-031
Dear Mr. Engstrom:
1. INTRODUCTION AND ENGAGEMENT CONFIRMATION
Calderwood & Harkness LLP ("Calderwood & Harkness," "C&H," or the "Firm") is pleased to confirm that it has been engaged to act as counsel to Nexford Industrial Holdings Inc., a corporation organized under the laws of the State of Delaware (the "Company" or "Nexford"), in connection with the transaction described in further detail in Section 2 below (the "Transaction"). We appreciate the confidence you and the Company have placed in this Firm, and we look forward to providing Nexford with the highest quality of legal counsel throughout this engagement.
This engagement arises from our recent discussions with Nexford management, including yourself in your capacity as General Counsel, and with representatives of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor"), the private equity sponsor of Nexford. As you have informed us, Granite Peak, acting through its affiliates Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, controls the Company through its direct parent entity, Granite Peak NIH Holdings, LLC. We understand that the Company's board of directors considered and approved the proposed refinancing and related dividend recapitalization at a duly convened meeting held on January 13, 2025, and that the board authorized the officers of the Company to engage external legal counsel, financial advisors, and other professionals in furtherance of the Transaction.
This letter (the "Engagement Letter") sets forth the terms and conditions upon which Calderwood & Harkness will provide legal services to Nexford in connection with the Transaction. We are opening Matter No. 1005-00001 in our internal records management system for this engagement, and all time entries, disbursements, and correspondence should reference this matter number and the billing code IBL-NIH-2025-031.
We ask that you review this Engagement Letter carefully and, if its terms are acceptable to the Company, execute and return a copy as provided in Section 11 below.
2. DESCRIPTION OF THE TRANSACTION
Based on our discussions with you and the materials you have provided to date, including the preliminary term sheet circulated by Crescent Harbor Bank, N.A. on January 22, 2025, and the board resolution package dated January 13, 2025, we understand the Transaction to be structured as follows:
2.1 The Facility. The Transaction contemplates a $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility"), to be documented under a credit agreement governed by New York law.
2.2 Borrower. The borrower under the Facility will be Nexford Industrial Holdings Inc.
2.3 Administrative Agent and Arrangers. Crescent Harbor Bank, N.A., a national banking association headquartered at 320 Federal Street, Boston, Massachusetts 02110, will act as lead left arranger, sole bookrunner, administrative agent, and collateral agent for the Facility (in such capacities, the "Agent"). Ironwood Capital Markets, LLC and Northvane Securities, Inc. are expected to serve as joint lead arrangers, to the extent they join during the syndication process. Additional co-managers or participants may be added to the syndicate group at the Agent's discretion, in consultation with the Company.
2.4 Use of Proceeds. The proceeds of the Term Loan B will be applied as follows:
(a) Refinancing of Existing Indebtedness. Repayment in full of the Company's existing $875,000,000 first lien term loan facility and termination of the Company's existing $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent. The estimated payoff amount for the existing first lien term loan, inclusive of accrued and unpaid interest through the anticipated closing date, is approximately $879,375,000. The existing revolving credit facility is currently undrawn and will be terminated upon closing of the Facility.
(b) Dividend Recapitalization. Funding of a dividend distribution of approximately $335,000,000 to Granite Peak NIH Holdings, LLC, the Company's direct parent and sole stockholder ("Holdings"). Holdings will, in turn, distribute such funds upstream to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP in accordance with their respective partnership agreements and co-investment arrangements.
(c) Transaction Fees and Expenses. Payment of all transaction fees and expenses incurred in connection with the closing of the Facility, including arrangement fees, commitment fees, agency fees, legal fees and expenses of the Company and the Agent, advisory fees, rating agency fees, title and search fees, filing fees, and other customary closing costs. The aggregate amount of transaction fees and expenses is estimated at approximately $38,625,000.
(d) Cash to Balance Sheet. The remaining balance of approximately $147,000,000 will be retained on the Company's balance sheet for general corporate purposes and working capital needs.
2.5 Interest Rate. The Facility will bear interest at a rate per annum equal to Term SOFR (as published by CME Group Benchmark Administration Limited) plus a margin of 400 basis points (4.00%), subject to a Term SOFR floor of 0.75% (75 basis points).
2.6 Maturity. The Facility will mature seven (7) years from the closing date. Based on the anticipated closing date of March 28, 2025, the stated maturity date is expected to be March 28, 2032.
2.7 Security. The obligations under the Facility will be secured by a first-priority lien on substantially all of the assets of the Borrower and each Guarantor (as defined below), including but not limited to accounts receivable, inventory, equipment, general intangibles, intellectual property, deposit accounts, securities accounts, investment property, commercial tort claims, and owned real property, in each case subject to customary exceptions and permitted liens to be negotiated in the credit agreement.
2.8 Guarantors. The obligations under the Facility will be jointly and severally guaranteed by (i) Granite Peak NIH Holdings, LLC, as the Holdings Guarantor, and (ii) eleven (11) existing domestic subsidiaries of the Company (the "Subsidiary Guarantors," and together with the Holdings Guarantor, the "Guarantors"). A complete list of the Subsidiary Guarantors will be set forth on a schedule to the credit agreement.
2.9 Existing Senior Unsecured Notes. The Company's existing $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (CUSIP: 65432A AB1), for which Pinnacle Trust Company serves as indenture trustee, will remain outstanding and are not being refinanced or redeemed in connection with the Transaction. The Facility documentation will need to address the coexistence of the senior secured Facility and the existing unsecured notes, and the parties will enter into a First Lien/Unsecured Intercreditor Agreement (the "Intercreditor Agreement") between the Agent and Pinnacle Trust Company, which will set forth the respective rights and priorities of the holders of secured and unsecured indebtedness.
2.10 Governing Law. The credit agreement, guarantee agreement, security agreement, and all other Facility documentation will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
3. SCOPE OF REPRESENTATION
Calderwood & Harkness will serve as borrower's counsel to Nexford in connection with the Transaction. The specific scope of the legal services we will provide is set forth below. While we have endeavored to describe the anticipated scope of work comprehensively, the nature of a leveraged finance transaction of this size and complexity may require additional work or modifications to the scope described herein. We will keep you informed of any material changes to the scope and will seek your approval before undertaking significant additional work outside the categories described below.
3.1 Commitment Letter and Fee Letter. Review and negotiation of the commitment letter issued by Crescent Harbor Bank, N.A. (the "Commitment Letter") and the related fee letter (the "Fee Letter"). We note that the Commitment Letter was executed by the Company on February 14, 2025, and the Fee Letter was executed on February 18, 2025. Work on mark-ups to certain conditions precedent and flex provisions in these documents is already underway, and we will continue to advise the Company on matters arising under the Commitment Letter and Fee Letter through the closing of the Facility.
3.2 Term Sheet. Review and negotiation of the summary of terms and conditions (the "Term Sheet") attached to or referenced in the Commitment Letter, including analysis of financial covenants, negative covenants, affirmative covenants, events of default, and other material terms.
3.3 Credit Agreement. Drafting, review, and negotiation of the credit agreement governing the Facility (the "Credit Agreement"), including all exhibits, schedules, annexes, and related documentation. The Company's principal counterparty in the negotiation of the Credit Agreement will be the Agent's counsel, Whitfield & Gage LLP, under the direction of Margaret Ashby, lead partner. We will lead the negotiation of the Credit Agreement on the Company's behalf, with particular attention to financial covenant levels, restricted payment capacity (including capacity for future dividends and distributions), incremental facility provisions, debt and lien baskets, asset sale and mandatory prepayment sweep provisions, equity cure mechanics, and other provisions that are material to the Company's operational and financial flexibility.
3.4 Collateral and Security Documents. Drafting of the following collateral and security documents:
(a) Guarantee Agreement, to be executed by each Guarantor in favor of the Agent;
(b) Security Agreement (Borrower and Subsidiary Guarantors), granting a first-priority security interest in substantially all personal property of the Borrower and each Subsidiary Guarantor;
(c) Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC will pledge 100% of the equity interests in the Borrower;
(d) Borrower Pledge Agreement, pursuant to which the Borrower will pledge 100% of the equity interests in each direct domestic subsidiary;
(e) Subsidiary Pledge Agreements, pursuant to which each Subsidiary Guarantor will pledge 100% of the equity interests in each of its direct domestic subsidiaries;
(f) CFC Holdco Limited Pledge Agreement, pursuant to which each pledgor will pledge no more than 65% of the voting equity interests and 100% of the non-voting equity interests in each controlled foreign corporation ("CFC") and each CFC holdco;
(g) intellectual Property Security Agreement, granting a security interest in all registered and material unregistered patents, trademarks, and copyrights of the Borrower and each Subsidiary Guarantor; and
(h) all related collateral documents, assignments, powers of attorney, and ancillary instruments required by the Agent.
3.5 Intercreditor Agreement. Negotiation of the First Lien/Unsecured Intercreditor Agreement with Pinnacle Trust Company, as trustee under the indenture governing the Company's 7.250% Senior Unsecured Notes due 2028. The Intercreditor Agreement will address, among other matters, lien priority, standstill provisions, turnover obligations, and rights in connection with enforcement actions and bankruptcy proceedings.
3.6 UCC Filings. Preparation and filing of UCC-1 financing statements in the following jurisdictions, as required to perfect the Agent's security interest in the personal property collateral of the Borrower and each Guarantor:
•  Delaware (Secretary of State)
•  Illinois (Secretary of State)
•  Pennsylvania (Department of State)
•  South Carolina (Secretary of State)
•  Texas (Secretary of State)
•  Michigan (Department of State)
3.7 UCC-3 Termination Filings. Coordination with Atlas Meridian Bank, N.A. and its counsel to procure and file UCC-3 termination statements with respect to all existing UCC-1 financing statements filed in connection with the Company's existing first lien credit facility, to evidence the release of Atlas Meridian Bank, N.A.'s security interests upon repayment and termination of the existing indebtedness.
3.8 Mortgage Documentation. Preparation of mortgages, deeds of trust, or equivalent instruments (as required by applicable state law) for the following four (4) owned real properties of the Company and its Subsidiary Guarantors:
The aggregate appraised value of the four mortgaged properties is approximately $193,000,000. Mortgage documentation will include, as applicable, mortgage instruments, fixture filings, assignments of leases and rents, environmental indemnity agreements, and related ancillary documents.
3.9 Deposit Account and Securities Account Control Agreements. Preparation and delivery of deposit account control agreements ("DACAs") with each depository bank at which the Borrower or any Guarantor maintains deposit accounts, and securities account control agreements ("SACAs") with each securities intermediary at which the Borrower or any Guarantor maintains securities accounts, in each case as required by the security documents and the Credit Agreement.
3.10 Legal Due Diligence. Conduct of legal due diligence on Nexford and its subsidiaries, including review and analysis of the following:
(a) Organizational documents (certificates of incorporation, certificates of formation, bylaws, operating agreements, partnership agreements, certificates of good standing, and qualification to do business);
(b) Material contracts, including customer agreements, supplier agreements, joint venture agreements, license agreements, and management and consulting agreements;
(c) Pending and threatened litigation, arbitration, regulatory proceedings, and governmental investigations;
(d) Regulatory compliance, including environmental, health and safety, labor and employment, ERISA, and intellectual property matters;
(e) UCC lien searches, federal and state tax lien searches, and judgment searches in all relevant jurisdictions;
(f) intellectual property lien searches (United States Patent and Trademark Office and United States Copyright Office);
(g) Real property title commitments, surveys, and zoning compliance letters for each mortgaged property;
(h) Environmental assessment review, including Phase I Environmental Site Assessments and, where applicable, Phase II reports for each mortgaged property; and
(i) Insurance program review, including property, casualty, general liability, umbrella, workers' compensation, environmental liability, and directors' and officers' liability insurance policies.
3.11 Closing Certificates and Deliverables. Preparation and delivery of the following closing certificates and deliverables:
(a) Officer's certificates for the Borrower and each Guarantor, attaching copies of organizational documents, resolutions, and incumbency certifications;
(b) Secretary's certificates for the Borrower and each Guarantor, certifying as to the accuracy and completeness of the attached organizational documents and resolutions;
(c) Solvency certificate of the Chief Financial Officer of the Borrower, certifying as to the solvency of the Borrower and its subsidiaries on a consolidated basis, after giving effect to the Transaction;
(d) Compliance certificates, including initial compliance certificates under the Credit Agreement; and
(e) Such other certificates and deliverables as may be required by the Credit Agreement or reasonably requested by the Agent.
3.12 Legal Opinions. Rendering of legal opinions by Calderwood & Harkness, as New York counsel to the Borrower, addressed to the Agent and the lenders under the Facility, with respect to the following matters:
(a) Due authorization, execution, delivery, and enforceability of the Credit Agreement, Guarantee Agreement, Security Agreement, and other Facility documentation governed by New York law;
(b) No conflicts with applicable New York law or, to our knowledge, certain agreements; and
(c) Perfection of security interests under Article 9 of the Uniform Commercial Code as in effect in the State of New York with respect to personal property collateral perfected by the filing of UCC-1 financing statements.
3.13 Coordination with Local Counsel. Coordination with the following local counsel firms, which will provide local law opinions and advice in connection with the Transaction:
(a) Hargrove & Whitmore LLP (Robert Kimura, lead partner), 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 — engaged as Illinois local counsel to provide enforceability opinions with respect to the Facility documentation under Illinois law and perfection opinions with respect to UCC filings in Illinois; and
(b) Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), 1000 North King Street, Wilmington, Delaware 19801 — engaged as Delaware local counsel to provide entity-level opinions with respect to the due organization, valid existence, and good standing of each entity organized under Delaware law, and the corporate or limited liability company authority to enter into the Transaction.
We will coordinate with each of these local counsel firms to ensure that the scope and substance of their respective opinions are consistent with market practice for transactions of this type and satisfactory to the Agent.
3.14 Funds Flow and Closing Mechanics. Preparation of the funds flow memorandum, detailing all funding sources and uses and setting forth wire transfer instructions for each payment to be made on the closing date. We will prepare and circulate the closing agenda, coordinate the collection and compilation of all signature pages, and manage the closing process, including any pre-closing and closing conference calls and escrow arrangements.
3.15 Payoff and Lien Release Documentation. Review and analysis of the payoff letter to be delivered by Atlas Meridian Bank, N.A., confirming the aggregate amount required to repay in full all outstanding obligations under the existing first lien credit facility and to terminate all commitments thereunder. We will review all lien release documentation, including UCC-3 termination statements, mortgage satisfactions and releases, deposit account and securities account control agreement terminations, and intellectual property lien releases.
3.16 Tax Analysis and Advice. Tax analysis and advice in connection with the Transaction will be provided by Sylvia Hartwell, Specialist Partner in Calderwood & Harkness's Tax Department, and will include the following:
(a) Analysis of the tax consequences of the dividend recapitalization to the Company, Holdings, Granite Peak Capital Fund IV, LP, and GP Fund IV Co-Invest, LP, including characterization of the dividend distribution and potential tax attributes;
(b) Analysis under Section 163(j) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the deductibility of interest expense incurred under the Facility, including calculation of the adjusted taxable income limitation and the application of carryforward rules;
(c) Withholding tax and FATCA (Foreign Account Tax Compliance Act) considerations applicable to the syndication of the Facility to foreign lenders and the structuring of participation by non-U.S. persons; and
(d) State and local tax implications of the recording of mortgages in Illinois, South Carolina, and Texas, including analysis of applicable mortgage recording taxes, documentary stamp taxes, and intangible taxes.
3.17 Post-Closing Administration. Following the closing of the Transaction, Calderwood & Harkness will assist with the following post-closing matters:
(a) Recording of mortgages, deeds of trust, and fixture filings in the applicable county recording offices;
(b) Review of title insurance policies issued by Landmark Title Assurance Company for each mortgaged property, and coordination to resolve any post-closing title objections or endorsement requirements;
(c) Completion of UCC-3 termination filings for the release of Atlas Meridian Bank, N.A.'s security interests, to the extent not completed prior to or at closing; and
(d) Compilation and delivery of original executed documents, including the closing binder, to the Company and the Agent.
3.18 Limitations on Scope. For the avoidance of doubt, the scope of this engagement is limited to the Transaction described herein and does not extend to any other matter unless separately agreed in writing. Without limiting the foregoing:
(a) This engagement does not include representation of Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, or Granite Peak NIH Holdings, LLC (collectively, the "Sponsor Parties"), each of which is separately represented by Kellner Brandt & Associates LLP (Patricia Voss, lead partner) in connection with the Transaction;
(b) This engagement does not include representation of Crescent Harbor Bank, N.A., in any capacity, which is separately represented by Whitfield & Gage LLP (Margaret Ashby, lead partner) in connection with the Transaction; and
(c) This engagement does not include representation of the Company in connection with any litigation, regulatory, tax controversy, or other matter unrelated to the Transaction, unless separately agreed in a supplemental engagement letter or amendment to this Engagement Letter.
4. ENGAGEMENT TEAM
Calderwood & Harkness has assembled the following team of attorneys to provide legal services to Nexford in connection with the Transaction:
Claudia Merritt, Partner — Banking & Finance (Responsible Partner). Ms. Merritt will serve as the Responsible Partner for this engagement. In this capacity, she will provide overall supervision of all workstreams, maintain the client relationship with Nexford and its management, and provide strategic direction on all material aspects of the Transaction. Ms. Merritt will lead principal-level negotiations with the Agent's counsel, Whitfield & Gage LLP, and will be the primary point of escalation for any issues requiring senior attention.
Ian Blackwood, Partner — Banking & Finance (Billing Partner). Mr. Blackwood will serve as the Billing Partner for this engagement. He will be responsible for billing oversight, fee arrangement management, and all client billing communications. Mr. Blackwood will review all invoices prior to submission to ensure compliance with the fee arrangements set forth in this Engagement Letter and with Nexford's outside counsel guidelines.
Marcus Leung, Associate — Banking & Finance (Lead Associate). Mr. Leung will serve as the Lead Associate and will be responsible for the day-to-day management of all workstreams in connection with the Transaction. His responsibilities will include drafting and negotiation of the Credit Agreement and related Facility documentation, coordination with counterparty counsel and local counsel, management of the due diligence process, and oversight of closing logistics. Mr. Leung will serve as the primary day-to-day contact for Nexford's in-house legal team.
Sophie Tremblay, Associate — Banking & Finance (Working Associate). Ms. Tremblay will assist Mr. Leung in all aspects of the Transaction, with particular responsibility for legal due diligence, preparation of collateral and security documents (including pledge agreements, UCC filings, and mortgage documentation), compilation of organizational documents and certificates, and coordination of closing logistics, including the closing agenda, signature page compilation, and closing binder preparation.
Sylvia Hartwell, Partner — Tax (Specialist Partner). Ms. Hartwell will provide tax structuring advice in connection with the Transaction, including analysis of the dividend recapitalization tax consequences, Section 163(j) interest deductibility analysis, FATCA and withholding tax considerations, and state and local tax implications of mortgage recording, as described in Section 3.16 above.
From time to time, it may be necessary to assign additional attorneys, paraprofessionals, or support staff to the engagement to address particular workstreams or to accommodate scheduling requirements. We will provide prior notice to the Company before assigning any additional timekeeper whose hourly rate exceeds $500 per hour, and we will ensure that all timekeepers assigned to the matter are appropriately experienced for the tasks to which they are assigned.
5. FEE ARRANGEMENTS
5.1 Billing Rates
Fees for legal services rendered in connection with the Transaction will be billed on an hourly basis at Calderwood & Harkness's standard rates for the assigned timekeepers, as set forth in the Rate Schedule attached hereto as Exhibit A. The rates set forth in Exhibit A reflect the Firm's current standard rates for the 2025 calendar year, subject to any agreed adjustments pursuant to Nexford's outside counsel guidelines, which we have reviewed and acknowledge.
Calderwood & Harkness's standard billing rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. In the event that the Transaction extends beyond December 31, 2025, we will provide the Company with at least thirty (30) days' advance written notice of any rate adjustment applicable to the assigned timekeepers.
5.2 Billing Procedures
Calderwood & Harkness will submit invoices to the Company on a monthly billing cycle, with invoices issued within approximately fifteen (15) business days following the close of each calendar month. All invoices should be directed to the attention of:
Mr. David Engstrom General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
with a copy to:
Ms. Priya Mehta Vice President, Treasury & Corporate Finance Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
All invoices and time entries will reference Matter No. 1005-00001 and Billing Code IBL-NIH-2025-031. Each invoice will include a detailed breakdown of services rendered, identifying the timekeeper responsible for each entry, the number of hours expended, the applicable billing rate, and a narrative description of the services performed in sufficient detail to permit review and approval by the Company's legal and finance departments.
Payment of invoices is due net thirty (30) days from the date of invoice. Calderwood & Harkness reserves the right to charge interest on past-due amounts at a rate of one percent (1.0%) per month (or the maximum rate permitted by applicable law, if less), commencing thirty (30) days after the invoice date. We trust that prompt payment will make it unnecessary to invoke this provision.
5.3 Disbursements and Expenses
In addition to fees for professional services, Nexford will reimburse Calderwood & Harkness for all reasonable out-of-pocket expenses incurred in connection with the Transaction. Such expenses may include, without limitation:
(a) Filing fees, including UCC-1 and UCC-3 filing fees, mortgage recording fees, documentary stamp taxes, and intangible taxes;
(b) Search fees, including UCC lien searches, federal and state tax lien searches, judgment searches, intellectual property lien searches, and real property title searches;
(c) Travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with due diligence site visits, closing meetings, or other travel reasonably required by the Transaction;
(d) Messenger, courier, and express delivery charges;
(e) Document reproduction, printing, and binding charges; and
(f) Third-party vendor fees, including fees charged by title companies, survey companies, and environmental consultants, to the extent engaged by or through the Firm on behalf of the Company.
Fees and expenses of the local counsel firms engaged in connection with the Transaction — Hargrove & Whitmore LLP (Chicago, Illinois) and Briarcliff Legal Group PA (Wilmington, Delaware) — will be billed directly by those firms to the Company in accordance with their respective engagement letters with the Company. In the event that any local counsel fees or expenses are billed through Calderwood & Harkness for administrative convenience, such amounts will be passed through to the Company at cost, without markup.
We note that certain transaction fees and expenses, including Calderwood & Harkness's legal fees and expenses, are expected to be funded from the proceeds of the Facility and are included in the approximately $38,625,000 total transaction fees and expenses budget described in Section 2.4(c) above.
5.4 Budget Estimate
A separate internal budget estimate memorandum was prepared by the Firm and is dated February 4, 2025. An estimated budget range for Calderwood & Harkness's fees and expenses in connection with the Transaction will be provided to the Company under separate cover. The budget estimate will be based on our current understanding of the Transaction, including the expected number and complexity of negotiation rounds, the scope of due diligence, and the number of collateral and closing documents to be prepared.
We wish to note, however, that actual fees and expenses will depend on a number of factors that are not entirely within the Firm's control, including the complexity and duration of negotiations with the Agent and arranger's counsel, the number of drafts required for the Credit Agreement and related documentation, the scope and findings of legal due diligence, the extent of any additional issues that arise during the course of the Transaction (including title or environmental matters, lien priority disputes, or intercreditor negotiations), and the timeliness of information provided by the Company, the Agent, and other parties. We will endeavor to keep you informed of the status of fees and expenses relative to the budget estimate, and we will promptly advise you if we anticipate that actual fees and expenses will materially exceed the estimated range.
6. CLIENT IDENTIFICATION AND CONFLICTS
6.1 Client Identification. The client in this engagement is Nexford Industrial Holdings Inc. Our duties of loyalty, confidentiality, and zealous representation run to the Company, and to the Company alone, in connection with the Transaction. For the avoidance of doubt, our client in this engagement is not:
(a) Granite Peak Capital Partners, LP, Granite Peak Capital Fund IV, LP, GP Fund IV Co-Invest, LP, Granite Peak Capital GP IV, LLC, or Granite Peak NIH Holdings, LLC (each of which is separately represented by Kellner Brandt & Associates LLP in connection with the Transaction);
(b) Any subsidiary of Nexford Industrial Holdings Inc. (although the subsidiaries are the subject of our due diligence and will be parties to certain Facility documentation);
(c) Any individual officer, director, employee, or agent of the Company, the Sponsor, or any subsidiary; or
(d) Crescent Harbor Bank, N.A. or any other lender, arranger, or agent under the Facility.
While we understand that the interests of the Company and the Sponsor Parties are generally aligned in connection with the Transaction, situations may arise in which the interests of the Company diverge from those of the Sponsor Parties or other constituents. In such circumstances, our duty is to advise and represent the Company in accordance with its best interests, as determined by its board of directors and authorized officers.
6.2 Conflicts Check. In accordance with our standard intake procedures and applicable rules of professional conduct, Calderwood & Harkness conducted a comprehensive conflicts check, which was completed on January 31, 2025. The conflicts check was run against all known parties to the Transaction, including the following entities and their known affiliates:
•  Nexford Industrial Holdings Inc. and all domestic and foreign subsidiaries
•  Granite Peak Capital Partners, LP
•  Granite Peak Capital Fund IV, LP
•  GP Fund IV Co-Invest, LP
•  Granite Peak Capital GP IV, LLC
•  Granite Peak NIH Holdings, LLC
•  Crescent Harbor Bank, N.A.
•  Atlas Meridian Bank, N.A.
•  Ironwood Capital Markets, LLC
•  Northvane Securities, Inc.
•  Ridgeline Asset Management, LP
•  Halcyon Credit Partners, LLC
•  Verdant Institutional Investors, LP
•  Cascadia Loan Fund III, LP
•  Bluewater Fixed Income Fund, LP
•  Pinnacle Trust Company
•  Whitfield & Gage LLP
•  Kellner Brandt & Associates LLP
•  Stonebridge Advisory Group, LLC
•  Ashworth & Kendrick LLP
•  Keystone Ratings Group, Inc.
•  Sentinel Credit Analytics, LLC
The conflicts check was reviewed and cleared by Claudia Merritt, Responsible Partner. Based on the results of the conflicts check, no disqualifying conflicts of interest were identified that would prevent Calderwood & Harkness from representing the Company in connection with the Transaction.
6.3 Advance Waiver. Calderwood & Harkness is a large, full-service law firm with offices in multiple jurisdictions and a diverse client base that includes financial institutions, private equity sponsors, corporate borrowers, and other market participants. It is possible that, during the course of this engagement or in the future, the Firm may be asked to represent one or more of the parties identified in Section 6.2 above in matters that are unrelated to the Transaction. By executing this Engagement Letter, the Company acknowledges and agrees that Calderwood & Harkness may represent any such party in matters that are not substantially related to the Transaction and that do not involve the assertion of a claim against the Company or a defense of a claim asserted by the Company, provided that the Firm maintains appropriate information barriers and complies with all applicable rules of professional conduct. This advance waiver does not extend to any representation that would be directly adverse to the Company in connection with the Transaction or any matter substantially related thereto.
7. CONFIDENTIALITY
Calderwood & Harkness acknowledges that, in the course of performing the legal services contemplated by this Engagement Letter, the Firm and its attorneys, paraprofessionals, and staff will receive and have access to confidential and proprietary information of Nexford, its subsidiaries, Granite Peak, and other parties to the Transaction. Such information may include, without limitation, financial statements, projections, business plans, trade secrets, customer and supplier information, pricing data, technical information, intellectual property, personnel information, and information subject to contractual confidentiality obligations.
The Firm will treat all such information as confidential and will not disclose it to any third party except: (a) as authorized by the Company in writing; (b) as necessary to render the legal services contemplated by this engagement (including disclosure to local counsel, title companies, and other professionals engaged in connection with the Transaction); (c) as required by applicable law, regulation, or court order; or (d) as permitted by the applicable rules of professional conduct.
Calderwood & Harkness maintains comprehensive information security policies and practices, including physical security measures, electronic access controls, encryption of electronic communications and data storage, and personnel training programs. The Firm's information security program is reviewed and updated on a periodic basis and is designed to protect the confidentiality, integrity, and availability of client information. A summary of the Firm's information security practices is available upon request.
8. DOCUMENT RETENTION
Upon completion of the Transaction, Calderwood & Harkness will compile original executed closing documents into a closing binder (or multiple binders, as appropriate), which will be delivered to the Company. Electronic copies of all closing documents will also be made available through the Firm's secure document management portal.
Working files, internal memoranda, drafts, attorney notes, and other work product generated during the course of the engagement will be retained in accordance with Calderwood & Harkness's standard document retention schedule. Under the Firm's current policies, client matter files are retained for a minimum period of ten (10) years following the closure of the matter, after which they may be destroyed in accordance with the Firm's records management procedures. The Firm will provide the Company with reasonable advance notice before destroying any files related to this engagement and will, upon the Company's request, return or transfer such files to the Company or its designee prior to destruction.
The Company acknowledges that Calderwood & Harkness is not obligated to retain files indefinitely and that the Firm's document retention policies are subject to modification from time to time. The Company is encouraged to maintain its own complete set of all Transaction documents.
9. TERMINATION
Either the Company or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Calderwood & Harkness will take all steps reasonably necessary to protect the Company's interests and to ensure an orderly transition of the matter, consistent with the Firm's professional and ethical obligations.
Upon termination of the engagement, the Company will remain responsible for payment of all fees for professional services rendered and all disbursements and expenses incurred through the effective date of termination. Calderwood & Harkness will prepare and submit a final invoice promptly following the effective date of termination.
In the event that the Company elects to engage successor counsel following termination, Calderwood & Harkness will cooperate in the orderly transition of the matter to such successor counsel, including by making available relevant files, documents, and work product, subject to the Company's satisfaction of all outstanding fee obligations to the Firm.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Engagement Letter, and the relationship between Calderwood & Harkness and the Company arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
In the event of any dispute arising out of or relating to this engagement, including any dispute concerning the Firm's fees or the scope of services provided, the parties agree to attempt in good faith to resolve such dispute through direct negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of written notice thereof, either party may submit the dispute to mediation or arbitration in accordance with the rules of the American Arbitration Association, or may commence an action in a court of competent jurisdiction in the State of New York, County of New York. All disputes shall be resolved in accordance with applicable rules of professional conduct, including the Rules of Professional Conduct of the State of New York.
Nothing in this Section 10 shall be construed to limit or waive any rights or remedies available to either party under applicable rules of professional conduct or law.
11. ACCEPTANCE AND EXECUTION
We are grateful for the opportunity to represent Nexford Industrial Holdings Inc. in connection with this significant transaction. If the terms and conditions of this Engagement Letter are acceptable to the Company, please indicate your acceptance by having an authorized representative of the Company sign and date a copy of this letter in the space provided below and return it to the attention of Claudia Merritt at the Firm's address set forth above (or by email to c.merritt@calderwoodharkness.com). Upon receipt of the signed copy, this Engagement Letter will constitute a binding agreement between Calderwood & Harkness and the Company with respect to the engagement described herein.
We look forward to working with you, Ms. Kaplan, Ms. Mehta, and the entire Nexford team on this matter. Should you have any questions regarding this Engagement Letter or any other aspect of the engagement, please do not hesitate to contact Claudia Merritt at (212) 884-7200 or Marcus Leung at (212) 884-7345.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner — Banking & Finance
(Responsible Partner)
By: ________
Name: Ian Blackwood
Title: Partner — Banking & Finance
(Billing Partner)
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Nexford Industrial Holdings Inc., hereby acknowledges receipt of this Engagement Letter, confirms that the undersigned is authorized to execute this Engagement Letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Date: ________
EXHIBIT A
RATE SCHEDULE FOR ASSIGNED TIMEKEEPERS
Matter No. 1005-00001
Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Effective as of February 3, 2025
The following hourly billing rates are applicable to the timekeepers assigned to this engagement for the 2025 calendar year. These rates are subject to annual adjustment as described in Section 5.1 of the Engagement Letter.
Note: In the event that additional attorneys or paraprofessionals are assigned to this engagement, the Company will be notified of such assignment and the applicable billing rate in advance. Rates for additional timekeepers will be consistent with Calderwood & Harkness's standard rate schedule for the relevant practice area and seniority level. All rates are quoted in United States dollars.
EXHIBIT B
FIRM WIRE INSTRUCTIONS
For Retainer / Advance Payments (if applicable)
In the event that a retainer or advance payment is required in connection with this engagement, such funds should be wired to the following account:
Bank: Greaves Bancorp ABA Routing Number: 021000021 Account Name: Calderwood & Harkness LLP — Client Trust Account Account Number: 8830-4471-7256 SWIFT Code: CHASUS33 Reference: Nexford Industrial Holdings Inc. / Matter No. 1005-00001
Please contact Ian Blackwood at (212) 884-7180 or i.blackwood@calderwoodharkness.com with any questions regarding wire transfer instructions.
Note: As of the date of this Engagement Letter, no retainer or advance payment has been requested. This Exhibit B is included for reference purposes only and will apply in the event a retainer is subsequently agreed upon by the parties.
Enclosures / Attachments Referenced:
1.  Exhibit A: Rate Schedule for Assigned Timekeepers
2.  Exhibit B: Firm Wire Instructions for Retainer/Advance (if applicable)
3.  Outside Counsel Guidelines Acknowledgment (to be issued under separate cover, dated February 5, 2025)
Property Address | Jurisdiction | Appraised Value
1400 Industrial Parkway, Schaumburg, IL 60173 | Cook County, Illinois | $72,000,000
2750 Commerce Drive, Rockford, IL 61109 | Winnebago County, Illinois | $41,000,000
600 Manufacturers Row, Greenville, SC 29607 | Greenville County, South Carolina | $38,000,000
9100 Westpark Industrial Boulevard, Houston, TX 77063 | Harris County, Texas | $42,000,000
Timekeeper | Title / Department | Hourly Rate
Claudia Merritt | Partner, Banking & Finance | $1,650.00
Ian Blackwood | Partner, Banking & Finance | $1,575.00
Sylvia Hartwell | Partner, Tax (Specialist) | $1,625.00
Marcus Leung | Senior Associate, Banking & Finance | $1,050.00
Sophie Tremblay | Associate, Banking & Finance | $825.00
Paraprofessional / Legal Assistant (TBD) | Banking & Finance Support | $425.00

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

NEXFORD INDUSTRIAL HOLDINGS INC.

EXHIBIT A

RATE SCHEDULE FOR ASSIGNED TIMEKEEPERS

Record

Parties

Dates

Amounts