CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 10017

Telephone: (212) 554-7200 Facsimile: (212) 554-7201

February 5, 2025

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

Re: Acknowledgment of Outside Counsel Guidelines — Nexford Industrial Holdings Inc.

Matter: Representation in Connection with $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization

Our Matter No.: 1005-00001

Billing Code: IBL-NIH-2025-031

Dear Mr. Engstrom:

Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") hereby acknowledges receipt of the Outside Counsel Guidelines of Nexford Industrial Holdings Inc. ("Nexford" or the "Company") (as amended and in effect as of January 2025, the "Guidelines"), which were provided to us in connection with our engagement to represent Nexford as borrower's counsel in the above-referenced transaction. The Guidelines were delivered to us by your office on February 4, 2025, and were received and reviewed in full. As you are aware, this engagement arises under and is governed by the engagement letter dated February 3, 2025 (the "Engagement Letter"), between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc., pursuant to which the Firm was retained to advise Nexford in connection with the proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Facility"), with Crescent Harbor Bank, N.A. acting as lead left arranger and administrative agent. We confirm that the Guidelines have been reviewed in their entirety by Claudia Merritt, the responsible partner for this engagement, and by Ian Blackwood, the billing partner assigned to the matter. Both Ms. Merritt and Mr. Blackwood are familiar with the substance and requirements of the Guidelines and have authorized the issuance of this acknowledgment letter on behalf of the Firm.

Calderwood & Harkness LLP agrees to comply with the Guidelines in all material respects in connection with this engagement and with any supplemental or successor engagement arising out of or related to the above-referenced transaction. The Firm confirms its understanding that the Guidelines establish binding standards and expectations governing, among other things, billing practices, invoicing procedures, staffing requirements, expense reimbursement policies, matter management protocols, reporting obligations, confidentiality commitments, conflicts of interest procedures, and document retention practices applicable to all outside counsel retained by Nexford and its affiliates. We further acknowledge that the Guidelines are intended to supplement, and are to be read together with, the terms and conditions set forth in the Engagement Letter dated February 3, 2025. To the extent the Guidelines address matters not specifically covered by the Engagement Letter, the provisions of the Guidelines shall be binding upon the Firm in accordance with their terms. We appreciate the Company's commitment to transparency and accountability in the management of outside legal expenditures and are pleased to confirm our agreement to operate within the framework established by the Guidelines.

With respect to billing and invoicing practices, the Firm will submit detailed monthly invoices in the format specified by the Guidelines, with each invoice itemized by individual timekeeper, narrative task description, date of service, and hours expended. All invoices will prominently reference Matter No. 1005-00001 and billing code IBL-NIH-2025-031, as well as any additional coding or reference identifiers that Nexford may designate from time to time. Ian Blackwood, as billing partner, will be personally responsible for the review, quality control, and approval of all invoices prior to their submission to Nexford's accounts payable department or to any legal spend management platform designated by the Company. The Firm will comply with the Guidelines' requirements regarding billing increments (including the use of one-tenth-of-an-hour increments unless otherwise specified), narrative descriptions sufficient to enable Nexford's legal department and finance team to evaluate the reasonableness and necessity of the services rendered, and any electronic billing format or platform specified by Nexford, including any LEDES-compliant or UTBMS-coded format. Block billing will be avoided in all instances; each discrete task performed by each timekeeper will be separately described with its own corresponding time entry, even where multiple tasks are performed on the same day by the same individual. The Firm understands that non-compliant invoices may be returned for revision and that payment may be withheld until invoices conform to the requirements of the Guidelines.

The Firm confirms the staffing for this matter as set forth in the Staffing Memorandum dated February 3, 2025, which was submitted to Nexford concurrently with the Engagement Letter. The following attorneys have been assigned to the engagement, and their roles are as follows:

• Claudia Merritt — Responsible Partner, Banking & Finance. Ms. Merritt will serve as the lead relationship partner and will have overall supervisory responsibility for the quality and timeliness of the Firm's work product. Ms. Merritt will be available at all times for consultation with Nexford's legal department and senior management regarding significant legal and strategic issues arising in connection with the transaction.

• Ian Blackwood — Billing Partner, Banking & Finance. Mr. Blackwood will oversee all billing, invoicing, and financial administration matters relating to the engagement, and will serve as the primary point of contact for any questions or issues related to the Firm's fees, expenses, or compliance with the Guidelines' billing requirements.

• Marcus Leung — Lead Associate, Banking & Finance. Mr. Leung will serve as the day-to-day manager of the engagement, with principal responsibility for document drafting, review, and negotiation of the credit agreement and related loan documentation, as well as coordination with counterparty counsel and local counsel.

• Sophie Tremblay — Working Associate, Banking & Finance. Ms. Tremblay will assist Mr. Leung with document preparation, due diligence, ancillary documentation, and closing logistics.

• Sylvia Hartwell — Specialist Partner, Tax. Ms. Hartwell will advise on tax-related matters arising in connection with the dividend recapitalization structure, including analysis of the tax treatment of the recapitalization distribution, withholding obligations, and any state or local tax implications of the Facility and the related capital structure adjustments.

Any material changes to the staffing of this matter, including the addition, removal, or substitution of any partner, associate, or other timekeeper, will be communicated to Nexford in advance and will be subject to the Company's prior written approval, consistent with the staffing provisions of the Guidelines. The Firm will not assign additional partners, associates, counsel, or other timekeepers to the matter without prior notice to David Engstrom or his designee, except in circumstances of genuine exigency (such as an unanticipated closing deadline acceleration or a regulatory filing requirement), in which case the Firm will provide immediate notification to Nexford and will seek retroactive approval. The Firm is committed to avoiding duplicative staffing at all stages of the engagement and will ensure that work is delegated to the most cost-effective appropriate level of seniority, consistent with the complexity of the task and the quality standards expected by Nexford.

With respect to expense reimbursement, the Firm will comply in full with the Guidelines' expense policies, including all limitations on reimbursable disbursements and the procedures for obtaining prior approval of extraordinary expenditures. All reimbursable expenses will be billed at the Firm's actual out-of-pocket cost, with no mark-ups, surcharges, or administrative fees of any kind, unless otherwise expressly agreed in writing by Nexford. Travel expenses, if any, incurred in connection with the engagement (including travel to Nexford's offices in Schaumburg, Illinois, to the offices of Crescent Harbor Bank, N.A., or to any other location required in connection with the transaction) will comply with the Guidelines' travel policies, including requirements for advance approval and adherence to any per diem, class-of-service, or lodging-rate limitations set forth therein. The Firm will obtain prior written approval from Nexford for any single travel expenditure expected to exceed any threshold specified in the Guidelines. Photocopying and printing charges, research database and information service charges (including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc.), courier and overnight delivery services, filing fees, recording fees, lien search costs, UCC filing charges, and similar routine disbursements will be handled in accordance with the specific caps, pass-through provisions, or approval procedures set forth in the Guidelines. The Firm acknowledges that certain categories of expenses, including meals, entertainment, internal administrative overhead, and general office supplies, are not reimbursable under the Guidelines, and the Firm will not seek reimbursement for any such items.

The Firm acknowledges and will comply with the Guidelines' requirements regarding the retention of sub-counsel, local counsel, and third-party vendors. Calderwood & Harkness has, with Nexford's prior knowledge and consent as communicated during the engagement process, engaged the following local counsel firms in connection with this matter:

• Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (lead partner: Robert Kimura), serving as Illinois local counsel. Hargrove & Whitmore will advise on Illinois-specific regulatory and corporate matters relevant to Nexford's organizational structure and the perfection of security interests in assets located in or governed by Illinois law.

• Briarcliff Legal Group PA, 1000 North King Street, Wilmington, Delaware 19801 (lead partner: Catherine Ellsworth), serving as Delaware local counsel. Briarcliff Legal Group will advise on Delaware corporate law matters, including the authorization and execution of the Facility and the dividend recapitalization by Nexford's Delaware-organized subsidiaries and holding entities.

The retention of these local counsel firms is consistent with the terms of the Engagement Letter and was communicated to and approved by Nexford during the engagement intake process. The Firm will ensure that all local counsel invoices, charges, and disbursements comply with the Guidelines to the extent applicable, and the Firm will coordinate all local counsel billing through Calderwood & Harkness's centralized invoicing process or as otherwise directed by Nexford. The Firm will remain responsible for overseeing the quality, timeliness, and cost-effectiveness of all work performed by local counsel. No additional sub-counsel or third-party vendors (including litigation support vendors, e-discovery providers, or consulting experts) will be retained or engaged by the Firm in connection with this matter without Nexford's prior written approval, except to the extent expressly contemplated by the Engagement Letter or the Guidelines.

The Firm acknowledges its obligation to maintain the strictest confidentiality with respect to all information received from Nexford and its affiliates in connection with this engagement. This obligation extends to all confidential, proprietary, and non-public information of Nexford Industrial Holdings Inc. and its direct and indirect parent companies, subsidiaries, and affiliates, including, without limitation, Granite Peak Capital Partners, LP (the Company's private equity sponsor) and Granite Peak NIH Holdings, LLC (the Company's direct parent holding entity). The Firm will ensure that all privileged communications, attorney work product, mental impressions, legal memoranda, draft documents, and attorney-client communications are protected and maintained in accordance with the confidentiality and privilege provisions of the Guidelines and all applicable ethical rules, including the New York Rules of Professional Conduct and the rules of any other jurisdiction in which the Firm's attorneys are admitted to practice. The Firm will not disclose confidential information to any third party without Nexford's prior written consent, except as required by applicable law or court order, or as reasonably necessary to perform the services contemplated by the engagement, including disclosures to counterparty counsel, Whitfield & Gage LLP, in the ordinary course of negotiation of the credit documentation, or to the Administrative Agent, Crescent Harbor Bank, N.A., and the syndicate lenders, as contemplated by the transaction and authorized by Nexford. The Firm will implement appropriate internal information barriers and access controls to ensure that confidential information relating to this engagement is accessible only to those attorneys and staff members who have a legitimate need to know in connection with the performance of their duties on this matter.

The Firm confirms that a comprehensive conflict of interest check was initiated and completed on January 31, 2025, covering all parties known to the Firm at that time to be involved in or potentially affected by the above-referenced transaction, including Nexford Industrial Holdings Inc., Granite Peak Capital Partners, LP, Granite Peak NIH Holdings, LLC, Crescent Harbor Bank, N.A. (in its capacity as lead left arranger and administrative agent), the anticipated syndicate lender group (to the extent identified), and Whitfield & Gage LLP (counterparty counsel). The conflict check was cleared by Claudia Merritt, as responsible partner, and the results were documented in the Firm's internal Conflict Check Memorandum dated January 31, 2025. No actual or potential conflicts of interest were identified. The Firm will promptly notify Nexford of any actual or potential conflict of interest that may arise during the course of the engagement, including any new client relationships, lateral hires, or other developments that could give rise to a conflict, in accordance with the Guidelines and applicable professional responsibility rules. The Firm understands and agrees that Nexford reserves the right to require the Firm to implement ethical screens or other protective measures, or to withdraw from the engagement, in the event of an unwaivable or material conflict of interest.

With respect to matter management and reporting, the Firm will provide regular status updates on the progress of the engagement to the following individuals at Nexford, or to such other persons as Nexford may designate from time to time in writing:

• David Engstrom, General Counsel & Corporate Secretary

• Michelle Kaplan, Chief Financial Officer

• Priya Mehta, Vice President, Treasury & Corporate Finance

Status updates will be provided at such intervals and in such format as Nexford may reasonably request, and will include, at a minimum, a summary of work completed during the reporting period, identification of open issues and anticipated next steps, a summary of significant communications with counterparty counsel and the Administrative Agent, and an updated timeline for the anticipated closing of the transaction. The Firm will maintain and update a comprehensive matter file index and closing checklist throughout the course of the engagement, and will make available to Nexford upon request any work product, document trackers, term sheet comparisons, diligence materials, or other deliverables related to the matter. With respect to budget tracking, the Firm will adhere to the internal budget estimate prepared on February 4, 2025, and delivered to Nexford in connection with the commencement of the engagement. The Firm will promptly notify Nexford, through David Engstrom or his designee, of any anticipated material deviation from the estimated fees and expenses, including the reasons for such deviation and a revised budget estimate, so that Nexford may evaluate and approve any additional expenditures before they are incurred.

Upon completion of the engagement, the Firm will comply in all respects with the Guidelines' document retention and return policies. This will include the prompt return to Nexford of all original documents, executed agreements, certificates, and other original client materials, as well as the delivery of a complete set of client files (in both electronic and hard-copy format, as applicable) in an organized and indexed manner. The Firm will retain copies of its own internal work files in accordance with applicable law, the Guidelines, and the Firm's own records retention policies, and will notify Nexford prior to the destruction of any such files in accordance with the procedures specified in the Guidelines.

We wish to note, for the avoidance of any ambiguity, that to the extent any provision of the Guidelines conflicts with the terms of the Engagement Letter dated February 3, 2025, or with the Firm's ethical obligations under the New York Rules of Professional Conduct (or the professional responsibility rules of any other jurisdiction in which the Firm's attorneys are admitted and practicing in connection with this matter), the terms of the Engagement Letter and the Firm's ethical obligations shall control, and the Firm will promptly notify Nexford of any such conflict so that the parties may discuss and resolve the matter in good faith. The Firm's agreement to comply with the Guidelines as set forth in this letter does not constitute a waiver of any rights or obligations of the Firm under the Engagement Letter, applicable law, or the rules of professional conduct, nor does it create any rights in favor of third parties.

Should you or any member of Nexford's legal department or finance team have any questions regarding billing, staffing, compliance with the Guidelines, or any other aspect of this engagement, please do not hesitate to contact Ian Blackwood (billing partner) at (212) 554-7244 or ian.blackwood@calderwoodharkness.com, or Claudia Merritt (responsible partner) at (212) 554-7218 or claudia.merritt@calderwoodharkness.com, at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017. We are grateful for the opportunity to represent Nexford Industrial Holdings Inc. in connection with this significant refinancing and recapitalization transaction, and we are committed to delivering the highest quality legal services in full compliance with the Guidelines and the terms of our engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Ian Blackwood

Title: Billing Partner, Banking & Finance

(Reviewed and approved by Claudia Merritt, Responsible Partner)

cc:

Claudia Merritt, Responsible Partner, Calderwood & Harkness LLP Marcus Leung, Lead Associate, Calderwood & Harkness LLP Michelle Kaplan, Chief Financial Officer, Nexford Industrial Holdings Inc. Priya Mehta, VP, Treasury & Corporate Finance, Nexford Industrial Holdings Inc.

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 10017
Telephone: (212) 554-7200 Facsimile: (212) 554-7201
February 5, 2025
Mr. David Engstrom General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173
Re: Acknowledgment of Outside Counsel Guidelines — Nexford Industrial Holdings Inc.
Matter: Representation in Connection with $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Our Matter No.: 1005-00001
Billing Code: IBL-NIH-2025-031
Dear Mr. Engstrom:
Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") hereby acknowledges receipt of the Outside Counsel Guidelines of Nexford Industrial Holdings Inc. ("Nexford" or the "Company") (as amended and in effect as of January 2025, the "Guidelines"), which were provided to us in connection with our engagement to represent Nexford as borrower's counsel in the above-referenced transaction. The Guidelines were delivered to us by your office on February 4, 2025, and were received and reviewed in full. As you are aware, this engagement arises under and is governed by the engagement letter dated February 3, 2025 (the "Engagement Letter"), between Calderwood & Harkness LLP and Nexford Industrial Holdings Inc., pursuant to which the Firm was retained to advise Nexford in connection with the proposed $1,400,000,000 senior secured Term Loan B credit facility (the "Facility"), with Crescent Harbor Bank, N.A. acting as lead left arranger and administrative agent. We confirm that the Guidelines have been reviewed in their entirety by Claudia Merritt, the responsible partner for this engagement, and by Ian Blackwood, the billing partner assigned to the matter. Both Ms. Merritt and Mr. Blackwood are familiar with the substance and requirements of the Guidelines and have authorized the issuance of this acknowledgment letter on behalf of the Firm.
Calderwood & Harkness LLP agrees to comply with the Guidelines in all material respects in connection with this engagement and with any supplemental or successor engagement arising out of or related to the above-referenced transaction. The Firm confirms its understanding that the Guidelines establish binding standards and expectations governing, among other things, billing practices, invoicing procedures, staffing requirements, expense reimbursement policies, matter management protocols, reporting obligations, confidentiality commitments, conflicts of interest procedures, and document retention practices applicable to all outside counsel retained by Nexford and its affiliates. We further acknowledge that the Guidelines are intended to supplement, and are to be read together with, the terms and conditions set forth in the Engagement Letter dated February 3, 2025. To the extent the Guidelines address matters not specifically covered by the Engagement Letter, the provisions of the Guidelines shall be binding upon the Firm in accordance with their terms. We appreciate the Company's commitment to transparency and accountability in the management of outside legal expenditures and are pleased to confirm our agreement to operate within the framework established by the Guidelines.
With respect to billing and invoicing practices, the Firm will submit detailed monthly invoices in the format specified by the Guidelines, with each invoice itemized by individual timekeeper, narrative task description, date of service, and hours expended. All invoices will prominently reference Matter No. 1005-00001 and billing code IBL-NIH-2025-031, as well as any additional coding or reference identifiers that Nexford may designate from time to time. Ian Blackwood, as billing partner, will be personally responsible for the review, quality control, and approval of all invoices prior to their submission to Nexford's accounts payable department or to any legal spend management platform designated by the Company. The Firm will comply with the Guidelines' requirements regarding billing increments (including the use of one-tenth-of-an-hour increments unless otherwise specified), narrative descriptions sufficient to enable Nexford's legal department and finance team to evaluate the reasonableness and necessity of the services rendered, and any electronic billing format or platform specified by Nexford, including any LEDES-compliant or UTBMS-coded format. Block billing will be avoided in all instances; each discrete task performed by each timekeeper will be separately described with its own corresponding time entry, even where multiple tasks are performed on the same day by the same individual. The Firm understands that non-compliant invoices may be returned for revision and that payment may be withheld until invoices conform to the requirements of the Guidelines.
The Firm confirms the staffing for this matter as set forth in the Staffing Memorandum dated February 3, 2025, which was submitted to Nexford concurrently with the Engagement Letter. The following attorneys have been assigned to the engagement, and their roles are as follows:
•  Claudia Merritt — Responsible Partner, Banking & Finance. Ms. Merritt will serve as the lead relationship partner and will have overall supervisory responsibility for the quality and timeliness of the Firm's work product. Ms. Merritt will be available at all times for consultation with Nexford's legal department and senior management regarding significant legal and strategic issues arising in connection with the transaction.
•  Ian Blackwood — Billing Partner, Banking & Finance. Mr. Blackwood will oversee all billing, invoicing, and financial administration matters relating to the engagement, and will serve as the primary point of contact for any questions or issues related to the Firm's fees, expenses, or compliance with the Guidelines' billing requirements.
•  Marcus Leung — Lead Associate, Banking & Finance. Mr. Leung will serve as the day-to-day manager of the engagement, with principal responsibility for document drafting, review, and negotiation of the credit agreement and related loan documentation, as well as coordination with counterparty counsel and local counsel.
•  Sophie Tremblay — Working Associate, Banking & Finance. Ms. Tremblay will assist Mr. Leung with document preparation, due diligence, ancillary documentation, and closing logistics.
•  Sylvia Hartwell — Specialist Partner, Tax. Ms. Hartwell will advise on tax-related matters arising in connection with the dividend recapitalization structure, including analysis of the tax treatment of the recapitalization distribution, withholding obligations, and any state or local tax implications of the Facility and the related capital structure adjustments.
Any material changes to the staffing of this matter, including the addition, removal, or substitution of any partner, associate, or other timekeeper, will be communicated to Nexford in advance and will be subject to the Company's prior written approval, consistent with the staffing provisions of the Guidelines. The Firm will not assign additional partners, associates, counsel, or other timekeepers to the matter without prior notice to David Engstrom or his designee, except in circumstances of genuine exigency (such as an unanticipated closing deadline acceleration or a regulatory filing requirement), in which case the Firm will provide immediate notification to Nexford and will seek retroactive approval. The Firm is committed to avoiding duplicative staffing at all stages of the engagement and will ensure that work is delegated to the most cost-effective appropriate level of seniority, consistent with the complexity of the task and the quality standards expected by Nexford.
With respect to expense reimbursement, the Firm will comply in full with the Guidelines' expense policies, including all limitations on reimbursable disbursements and the procedures for obtaining prior approval of extraordinary expenditures. All reimbursable expenses will be billed at the Firm's actual out-of-pocket cost, with no mark-ups, surcharges, or administrative fees of any kind, unless otherwise expressly agreed in writing by Nexford. Travel expenses, if any, incurred in connection with the engagement (including travel to Nexford's offices in Schaumburg, Illinois, to the offices of Crescent Harbor Bank, N.A., or to any other location required in connection with the transaction) will comply with the Guidelines' travel policies, including requirements for advance approval and adherence to any per diem, class-of-service, or lodging-rate limitations set forth therein. The Firm will obtain prior written approval from Nexford for any single travel expenditure expected to exceed any threshold specified in the Guidelines. Photocopying and printing charges, research database and information service charges (including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc.), courier and overnight delivery services, filing fees, recording fees, lien search costs, UCC filing charges, and similar routine disbursements will be handled in accordance with the specific caps, pass-through provisions, or approval procedures set forth in the Guidelines. The Firm acknowledges that certain categories of expenses, including meals, entertainment, internal administrative overhead, and general office supplies, are not reimbursable under the Guidelines, and the Firm will not seek reimbursement for any such items.
The Firm acknowledges and will comply with the Guidelines' requirements regarding the retention of sub-counsel, local counsel, and third-party vendors. Calderwood & Harkness has, with Nexford's prior knowledge and consent as communicated during the engagement process, engaged the following local counsel firms in connection with this matter:
•  Hargrove & Whitmore LLP, 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606 (lead partner: Robert Kimura), serving as Illinois local counsel. Hargrove & Whitmore will advise on Illinois-specific regulatory and corporate matters relevant to Nexford's organizational structure and the perfection of security interests in assets located in or governed by Illinois law.
•  Briarcliff Legal Group PA, 1000 North King Street, Wilmington, Delaware 19801 (lead partner: Catherine Ellsworth), serving as Delaware local counsel. Briarcliff Legal Group will advise on Delaware corporate law matters, including the authorization and execution of the Facility and the dividend recapitalization by Nexford's Delaware-organized subsidiaries and holding entities.
The retention of these local counsel firms is consistent with the terms of the Engagement Letter and was communicated to and approved by Nexford during the engagement intake process. The Firm will ensure that all local counsel invoices, charges, and disbursements comply with the Guidelines to the extent applicable, and the Firm will coordinate all local counsel billing through Calderwood & Harkness's centralized invoicing process or as otherwise directed by Nexford. The Firm will remain responsible for overseeing the quality, timeliness, and cost-effectiveness of all work performed by local counsel. No additional sub-counsel or third-party vendors (including litigation support vendors, e-discovery providers, or consulting experts) will be retained or engaged by the Firm in connection with this matter without Nexford's prior written approval, except to the extent expressly contemplated by the Engagement Letter or the Guidelines.
The Firm acknowledges its obligation to maintain the strictest confidentiality with respect to all information received from Nexford and its affiliates in connection with this engagement. This obligation extends to all confidential, proprietary, and non-public information of Nexford Industrial Holdings Inc. and its direct and indirect parent companies, subsidiaries, and affiliates, including, without limitation, Granite Peak Capital Partners, LP (the Company's private equity sponsor) and Granite Peak NIH Holdings, LLC (the Company's direct parent holding entity). The Firm will ensure that all privileged communications, attorney work product, mental impressions, legal memoranda, draft documents, and attorney-client communications are protected and maintained in accordance with the confidentiality and privilege provisions of the Guidelines and all applicable ethical rules, including the New York Rules of Professional Conduct and the rules of any other jurisdiction in which the Firm's attorneys are admitted to practice. The Firm will not disclose confidential information to any third party without Nexford's prior written consent, except as required by applicable law or court order, or as reasonably necessary to perform the services contemplated by the engagement, including disclosures to counterparty counsel, Whitfield & Gage LLP, in the ordinary course of negotiation of the credit documentation, or to the Administrative Agent, Crescent Harbor Bank, N.A., and the syndicate lenders, as contemplated by the transaction and authorized by Nexford. The Firm will implement appropriate internal information barriers and access controls to ensure that confidential information relating to this engagement is accessible only to those attorneys and staff members who have a legitimate need to know in connection with the performance of their duties on this matter.
The Firm confirms that a comprehensive conflict of interest check was initiated and completed on January 31, 2025, covering all parties known to the Firm at that time to be involved in or potentially affected by the above-referenced transaction, including Nexford Industrial Holdings Inc., Granite Peak Capital Partners, LP, Granite Peak NIH Holdings, LLC, Crescent Harbor Bank, N.A. (in its capacity as lead left arranger and administrative agent), the anticipated syndicate lender group (to the extent identified), and Whitfield & Gage LLP (counterparty counsel). The conflict check was cleared by Claudia Merritt, as responsible partner, and the results were documented in the Firm's internal Conflict Check Memorandum dated January 31, 2025. No actual or potential conflicts of interest were identified. The Firm will promptly notify Nexford of any actual or potential conflict of interest that may arise during the course of the engagement, including any new client relationships, lateral hires, or other developments that could give rise to a conflict, in accordance with the Guidelines and applicable professional responsibility rules. The Firm understands and agrees that Nexford reserves the right to require the Firm to implement ethical screens or other protective measures, or to withdraw from the engagement, in the event of an unwaivable or material conflict of interest.
With respect to matter management and reporting, the Firm will provide regular status updates on the progress of the engagement to the following individuals at Nexford, or to such other persons as Nexford may designate from time to time in writing:
•  David Engstrom, General Counsel & Corporate Secretary
•  Michelle Kaplan, Chief Financial Officer
•  Priya Mehta, Vice President, Treasury & Corporate Finance
Status updates will be provided at such intervals and in such format as Nexford may reasonably request, and will include, at a minimum, a summary of work completed during the reporting period, identification of open issues and anticipated next steps, a summary of significant communications with counterparty counsel and the Administrative Agent, and an updated timeline for the anticipated closing of the transaction. The Firm will maintain and update a comprehensive matter file index and closing checklist throughout the course of the engagement, and will make available to Nexford upon request any work product, document trackers, term sheet comparisons, diligence materials, or other deliverables related to the matter. With respect to budget tracking, the Firm will adhere to the internal budget estimate prepared on February 4, 2025, and delivered to Nexford in connection with the commencement of the engagement. The Firm will promptly notify Nexford, through David Engstrom or his designee, of any anticipated material deviation from the estimated fees and expenses, including the reasons for such deviation and a revised budget estimate, so that Nexford may evaluate and approve any additional expenditures before they are incurred.
Upon completion of the engagement, the Firm will comply in all respects with the Guidelines' document retention and return policies. This will include the prompt return to Nexford of all original documents, executed agreements, certificates, and other original client materials, as well as the delivery of a complete set of client files (in both electronic and hard-copy format, as applicable) in an organized and indexed manner. The Firm will retain copies of its own internal work files in accordance with applicable law, the Guidelines, and the Firm's own records retention policies, and will notify Nexford prior to the destruction of any such files in accordance with the procedures specified in the Guidelines.
We wish to note, for the avoidance of any ambiguity, that to the extent any provision of the Guidelines conflicts with the terms of the Engagement Letter dated February 3, 2025, or with the Firm's ethical obligations under the New York Rules of Professional Conduct (or the professional responsibility rules of any other jurisdiction in which the Firm's attorneys are admitted and practicing in connection with this matter), the terms of the Engagement Letter and the Firm's ethical obligations shall control, and the Firm will promptly notify Nexford of any such conflict so that the parties may discuss and resolve the matter in good faith. The Firm's agreement to comply with the Guidelines as set forth in this letter does not constitute a waiver of any rights or obligations of the Firm under the Engagement Letter, applicable law, or the rules of professional conduct, nor does it create any rights in favor of third parties.
Should you or any member of Nexford's legal department or finance team have any questions regarding billing, staffing, compliance with the Guidelines, or any other aspect of this engagement, please do not hesitate to contact Ian Blackwood (billing partner) at (212) 554-7244 or ian.blackwood@calderwoodharkness.com, or Claudia Merritt (responsible partner) at (212) 554-7218 or claudia.merritt@calderwoodharkness.com, at Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017. We are grateful for the opportunity to represent Nexford Industrial Holdings Inc. in connection with this significant refinancing and recapitalization transaction, and we are committed to delivering the highest quality legal services in full compliance with the Guidelines and the terms of our engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Ian Blackwood
Title: Billing Partner, Banking & Finance
(Reviewed and approved by Claudia Merritt, Responsible Partner)
cc:
Claudia Merritt, Responsible Partner, Calderwood & Harkness LLP Marcus Leung, Lead Associate, Calderwood & Harkness LLP Michelle Kaplan, Chief Financial Officer, Nexford Industrial Holdings Inc. Priya Mehta, VP, Treasury & Corporate Finance, Nexford Industrial Holdings Inc.

CALDERWOOD & HARKNESS LLP Attorneys at Law

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