10b-5-negative-assurance-letter.docx

1005-00002 · Granite Peak Capital Partners · Closing

10b-5-negative-assurance-letter.docx DOCUMENT Capital Markets

1 / 12 → ✕

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 48th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Matter No. 1005-00002

December 10, 2025

Broadleaf Securities LLC 383 Madison Avenue, 12th Floor New York, NY 10179

Fieldstone Capital Markets, Inc. 120 South LaSalle Street, Suite 1600 Chicago, IL 60603

(collectively, the "Initial Purchasers")

Re: $150,000,000 Aggregate Principal Amount of Additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes") of Nexford Industrial Holdings Inc.; 10b-5 Negative Assurance Letter

Reference is made to the Purchase Agreement dated December 5, 2025 (the "Purchase Agreement"), among Nexford Industrial Holdings Inc. (the "Issuer"), the Guarantors named therein, and Broadleaf Securities LLC, as representative of the Initial Purchasers, and Fieldstone Capital Markets, Inc.

Ladies and Gentlemen:

We have acted as counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Issuer"), in connection with the issuance and sale by the Issuer of $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes"). The Additional Notes are being issued under the Indenture dated as of March 15, 2023 (the "Base Indenture"), as supplemented by the First Supplemental Indenture dated as of December 10, 2025 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuer, Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"). The Additional Notes will be issued as additional notes under the Indenture and will be treated as a single series with, and will be fully fungible with, the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 (the "Original Notes") originally issued under the Base Indenture on March 15, 2023. Upon issuance of the Additional Notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000. The Additional Notes will have identical terms to the Original Notes (other than issue date, issue price, and, if applicable, the date from which interest accrues).

The offering of the Additional Notes is being conducted as a private placement, and the Additional Notes are being offered and sold to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. This letter is delivered to you pursuant to Section 6(f) of the Purchase Agreement.

As used herein, the term "Offering Memorandum Supplement" means the offering memorandum supplement dated December 3, 2025, relating to the Additional Notes, which supplements the offering memorandum dated March 12, 2023 (the "Base Offering Memorandum"), relating to the original issuance of the Original Notes. The Offering Memorandum Supplement was prepared for use by the Initial Purchasers in connection with the offer and sale of the Additional Notes to QIBs in reliance on Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. The Offering Memorandum Supplement includes, among other things, a description of the Additional Notes offering terms, the intended use of proceeds from the offering (including the funding of the acquisition by the Issuer of Kessler Precision Components, Inc., a Wisconsin corporation ("Kessler")), updated capitalization data as of September 30, 2025, pro forma financial information giving effect to the Additional Notes offering and the Kessler acquisition, supplemental risk factors, and a description of the covenants contained in the Indenture.

Scope of Review and Participation

In connection with rendering this letter, we have, among other things:

(a) Participated in the preparation of the Offering Memorandum Supplement and reviewed successive drafts thereof, including comments and revisions provided by the Issuer, the Initial Purchasers, and their respective counsel;

(b) Participated in conferences and discussions with officers and employees of the Issuer, including Marcus DeLeon (Chief Executive Officer), Sandra Okafor (Chief Financial Officer), Raymond Chiu (General Counsel & Secretary), and David Altschuler (Treasurer), regarding the business, affairs, condition (financial and otherwise), and prospects of the Issuer and the Guarantors and the accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement;

(c) Participated in conferences and discussions with representatives of Granite Peak Capital Partners, LP, the controlling equity holder of the Issuer, including Catherine Briggs (Vice President), regarding the Issuer's strategic plans, the Kessler acquisition, and related matters;

(d) Participated in conferences and discussions with representatives of Broadleaf Securities LLC, including Angela Moretti (Managing Director) and James Winterbottom (Director, High Yield Capital Markets), regarding the terms, pricing, and structure of the Additional Notes offering and related disclosure matters;

(e) Participated in conferences and discussions with Robert Houghton and Diana Castillo of Whitmore & Stein LLP, counsel to the Initial Purchasers, regarding the terms of the offering and the accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement;

(f) Participated in the bring-down due diligence call with Nexford management conducted on December 4, 2025 (the "Bring-Down Call"), at which members of Nexford management, including Ms. Okafor and Mr. Chiu, confirmed, among other things, that (i) no material adverse change in the business, assets, properties, condition (financial or otherwise), results of operations, or prospects of the Issuer and the Guarantors, taken as a whole, had occurred since September 30, 2025, (ii) all representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement remained true and correct in all material respects as of the date of the Bring-Down Call, (iii) no pending or, to the knowledge of management, threatened litigation, arbitration, or governmental proceeding material to the Issuer or any of the Guarantors existed that was not disclosed in the Offering Memorandum Supplement, (iv) there were no undisclosed material liabilities of the Issuer or any of the Guarantors, and (v) the Issuer was in pro forma compliance with all covenants contained in the Indenture after giving effect to the issuance of the Additional Notes and the consummation of the Kessler acquisition;

(g) Reviewed the Base Indenture dated March 15, 2023, among the Issuer, the Guarantors, and the Trustee, the First Supplemental Indenture dated December 10, 2025, among the same parties, and the Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers;

(h) Reviewed the Asset Purchase Agreement dated November 15, 2025 (the "Kessler Acquisition Agreement"), by and among the Issuer, Nexford Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Kessler Precision Components, Inc., The Kessler Family Trust, and Northland Growth Equity Fund III, LP, relating to the acquisition of substantially all of the assets of Kessler;

(i) Reviewed the Intercreditor Agreement dated March 15, 2023 (the "Intercreditor Agreement"), between Ridgeline Trust Company, N.A. (in its capacity as notes collateral agent) and Lakefront National Bank (in its capacity as agent under the asset-based lending facility of the Issuer);

(j) Reviewed the Officers' Certificate dated December 10, 2025, executed by Sandra Okafor, as Chief Financial Officer, and Raymond Chiu, as General Counsel & Secretary, certifying, among other things, that the representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement are true and correct in all material respects as of the date thereof and that the conditions to closing set forth in the Purchase Agreement have been satisfied;

(k) Reviewed the Secretary's Certificate dated December 10, 2025, executed by Raymond Chiu, as Secretary of the Issuer, together with attached resolutions of the Board of Directors of the Issuer adopted on November 8, 2025, authorizing the issuance and sale of the Additional Notes and the related transactions;

(l) Reviewed the compliance certificate and incurrence test calculations prepared by management of the Issuer in connection with the offering, including pro forma Fixed Charge Coverage Ratio calculations giving effect to the issuance of the Additional Notes and the Kessler acquisition on a pro forma basis; and

(m) Reviewed certain other documents, certificates, corporate records, and instruments as we deemed necessary or appropriate for purposes of this letter.

Limitations and Qualifications

Nature of This Letter. This letter is not to be construed as a legal opinion on any matter addressed herein. Rather, this letter is a letter of negative assurance furnished in accordance with customary practice in private placement transactions of this type and is delivered in satisfaction of the condition set forth in Section 6(f) of the Purchase Agreement.

Scope of Participation. Our review and participation have been limited to those activities described above. We have not undertaken any independent verification of the accuracy, completeness, or fairness of the statements contained in the Offering Memorandum Supplement. We have not independently verified the accuracy or completeness of any information furnished to us by the Issuer, the Guarantors, or any other person, and we have assumed the genuineness and authenticity of all documents, signatures, certificates, and records submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the accuracy and completeness of all public records and other documents reviewed by us. We are not registered public accountants and do not provide accounting or auditing services, and accordingly, we are not in a position to, and do not, assume any responsibility for the accuracy or completeness of any financial, accounting, or statistical data included in or omitted from the Offering Memorandum Supplement.

Excluded Information. Without limiting the generality of the foregoing, we express no view with respect to:

(i) The financial statements and schedules and other financial, statistical, or accounting data included in or incorporated by reference into the Offering Memorandum Supplement, including, without limitation, pro forma financial data, capitalization tables, financial ratios, projections, forecasts, and estimates (including, without limitation, the pro forma total net leverage ratio of approximately 4.1x and the pro forma secured net leverage ratio of approximately 2.7x set forth in the Offering Memorandum Supplement);

(ii) Any financial, statistical, or accounting information derived from the books and records of the Issuer, the Guarantors, or Kessler Precision Components, Inc., whether or not specifically identified as such in the Offering Memorandum Supplement;

(iii) Information regarding Kessler Precision Components, Inc. to the extent such information was provided by or on behalf of the sellers of Kessler, including The Kessler Family Trust and Northland Growth Equity Fund III, LP, or their counsel, Hargrove & Tilson LLP, including, without limitation, any historical financial statements of Kessler, any representations concerning the business, assets, liabilities, or operations of Kessler, or any other information attributable to such sellers or their advisors;

(iv) Information provided by or on behalf of Meridian Ledger LLP, the independent registered public accounting firm that audited the financial statements of the Issuer and its subsidiaries included in the Offering Memorandum Supplement, including, without limitation, any comfort letters or other communications delivered by such firm in connection with the offering;

(v) Ratings information with respect to the Additional Notes or the Issuer provided by Palladian Credit Research, Inc. and Veridian Ratings Group, LLC, or any other nationally recognized statistical rating organization, to the extent included in or referenced by the Offering Memorandum Supplement; and

(vi) CUSIP numbers, ISIN numbers, DTC eligibility information, and similar identifying or settlement data provided by Continental Transfer Services, Inc. or any third-party source, to the extent included in the Offering Memorandum Supplement.

No Duty to Update. We assume no obligation to update, revise, or supplement this letter for any events, developments, circumstances, or information that may come to our attention, or for any changes in law, facts, or circumstances that may occur, after the date hereof.

Reliance on Management Representations. In rendering this letter, we have relied upon the accuracy and completeness of the representations, warranties, and statements of the officers of the Issuer and the Guarantors set forth in the Purchase Agreement, the Officers' Certificate dated December 10, 2025, the Secretary's Certificate dated December 10, 2025, and in discussions with management of the Issuer, including the Bring-Down Call conducted on December 4, 2025. We have assumed that no facts or circumstances have been withheld from us that would affect the conclusions stated herein. We have further assumed that the representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement are true, correct, and complete in all material respects as of the date hereof, without independent verification thereof.

Negative Assurance Statement

Based on our participation in the preparation of the Offering Memorandum Supplement dated December 3, 2025, the conferences and discussions referred to above (including the Bring-Down Call conducted on December 4, 2025, with management of the Issuer), and our review of the documents, certificates, and records described above, and subject to the limitations, qualifications, and exclusions set forth herein, nothing has come to the attention of the lawyers in our firm who participated in the preparation of the Offering Memorandum Supplement that causes them to believe that the Offering Memorandum Supplement, as of its date and as of the date hereof (other than the financial statements, financial schedules, and other financial, statistical, accounting, or actuarial data contained therein or omitted therefrom, and the other information specifically excluded in the "Excluded Information" section above, as to which we express no view):

(a) contained or contains an untrue statement of a material fact; or

(b) omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

in each case within the meaning of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended.

Authorized Recipients and Reliance

This letter is furnished solely to Broadleaf Securities LLC and Fieldstone Capital Markets, Inc., in their respective capacities as Initial Purchasers, for their sole benefit and solely in connection with the offering of the Additional Notes described herein. This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This letter may not be quoted, referred to, described, summarized, or furnished to any other person, firm, corporation, or other entity (including, without limitation, any purchaser or prospective purchaser of the Additional Notes) without the prior written consent of Calderwood & Harkness LLP.

Notwithstanding the foregoing, this letter may be furnished (i) to Ridgeline Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture, and (ii) to Whitmore & Stein LLP, as counsel to the Initial Purchasers, in each case solely for information purposes in connection with the closing of the offering of the Additional Notes and not for reliance by any such person or firm absent our separate written consent.

Governing Law

This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

cc: Nexford Industrial Holdings Inc.

Attn: Raymond Chiu, General Counsel & Secretary

2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173

cc: Whitmore & Stein LLP

Attn: Robert Houghton

599 Lexington Avenue, 35th Floor New York, NY 10022

cc: Ridgeline Trust Company, N.A.

Attn: Linda Ferris, Trust Officer

60 South Sixth Street, Suite 2100 Minneapolis, MN 55402

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 48th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
Matter No. 1005-00002
December 10, 2025
Broadleaf Securities LLC 383 Madison Avenue, 12th Floor New York, NY 10179
Fieldstone Capital Markets, Inc. 120 South LaSalle Street, Suite 1600 Chicago, IL 60603
(collectively, the "Initial Purchasers")
Re: $150,000,000 Aggregate Principal Amount of Additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes") of Nexford Industrial Holdings Inc.; 10b-5 Negative Assurance Letter
Reference is made to the Purchase Agreement dated December 5, 2025 (the "Purchase Agreement"), among Nexford Industrial Holdings Inc. (the "Issuer"), the Guarantors named therein, and Broadleaf Securities LLC, as representative of the Initial Purchasers, and Fieldstone Capital Markets, Inc.
Ladies and Gentlemen:
We have acted as counsel to Nexford Industrial Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Issuer"), in connection with the issuance and sale by the Issuer of $150,000,000 aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes"). The Additional Notes are being issued under the Indenture dated as of March 15, 2023 (the "Base Indenture"), as supplemented by the First Supplemental Indenture dated as of December 10, 2025 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Issuer, Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"). The Additional Notes will be issued as additional notes under the Indenture and will be treated as a single series with, and will be fully fungible with, the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 (the "Original Notes") originally issued under the Base Indenture on March 15, 2023. Upon issuance of the Additional Notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000. The Additional Notes will have identical terms to the Original Notes (other than issue date, issue price, and, if applicable, the date from which interest accrues).
The offering of the Additional Notes is being conducted as a private placement, and the Additional Notes are being offered and sold to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. This letter is delivered to you pursuant to Section 6(f) of the Purchase Agreement.
As used herein, the term "Offering Memorandum Supplement" means the offering memorandum supplement dated December 3, 2025, relating to the Additional Notes, which supplements the offering memorandum dated March 12, 2023 (the "Base Offering Memorandum"), relating to the original issuance of the Original Notes. The Offering Memorandum Supplement was prepared for use by the Initial Purchasers in connection with the offer and sale of the Additional Notes to QIBs in reliance on Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. The Offering Memorandum Supplement includes, among other things, a description of the Additional Notes offering terms, the intended use of proceeds from the offering (including the funding of the acquisition by the Issuer of Kessler Precision Components, Inc., a Wisconsin corporation ("Kessler")), updated capitalization data as of September 30, 2025, pro forma financial information giving effect to the Additional Notes offering and the Kessler acquisition, supplemental risk factors, and a description of the covenants contained in the Indenture.
Scope of Review and Participation
In connection with rendering this letter, we have, among other things:
(a) Participated in the preparation of the Offering Memorandum Supplement and reviewed successive drafts thereof, including comments and revisions provided by the Issuer, the Initial Purchasers, and their respective counsel;
(b) Participated in conferences and discussions with officers and employees of the Issuer, including Marcus DeLeon (Chief Executive Officer), Sandra Okafor (Chief Financial Officer), Raymond Chiu (General Counsel & Secretary), and David Altschuler (Treasurer), regarding the business, affairs, condition (financial and otherwise), and prospects of the Issuer and the Guarantors and the accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement;
(c) Participated in conferences and discussions with representatives of Granite Peak Capital Partners, LP, the controlling equity holder of the Issuer, including Catherine Briggs (Vice President), regarding the Issuer's strategic plans, the Kessler acquisition, and related matters;
(d) Participated in conferences and discussions with representatives of Broadleaf Securities LLC, including Angela Moretti (Managing Director) and James Winterbottom (Director, High Yield Capital Markets), regarding the terms, pricing, and structure of the Additional Notes offering and related disclosure matters;
(e) Participated in conferences and discussions with Robert Houghton and Diana Castillo of Whitmore & Stein LLP, counsel to the Initial Purchasers, regarding the terms of the offering and the accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement;
(f) Participated in the bring-down due diligence call with Nexford management conducted on December 4, 2025 (the "Bring-Down Call"), at which members of Nexford management, including Ms. Okafor and Mr. Chiu, confirmed, among other things, that (i) no material adverse change in the business, assets, properties, condition (financial or otherwise), results of operations, or prospects of the Issuer and the Guarantors, taken as a whole, had occurred since September 30, 2025, (ii) all representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement remained true and correct in all material respects as of the date of the Bring-Down Call, (iii) no pending or, to the knowledge of management, threatened litigation, arbitration, or governmental proceeding material to the Issuer or any of the Guarantors existed that was not disclosed in the Offering Memorandum Supplement, (iv) there were no undisclosed material liabilities of the Issuer or any of the Guarantors, and (v) the Issuer was in pro forma compliance with all covenants contained in the Indenture after giving effect to the issuance of the Additional Notes and the consummation of the Kessler acquisition;
(g) Reviewed the Base Indenture dated March 15, 2023, among the Issuer, the Guarantors, and the Trustee, the First Supplemental Indenture dated December 10, 2025, among the same parties, and the Purchase Agreement dated December 5, 2025, among the Issuer, the Guarantors, and the Initial Purchasers;
(h) Reviewed the Asset Purchase Agreement dated November 15, 2025 (the "Kessler Acquisition Agreement"), by and among the Issuer, Nexford Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, Kessler Precision Components, Inc., The Kessler Family Trust, and Northland Growth Equity Fund III, LP, relating to the acquisition of substantially all of the assets of Kessler;
(i) Reviewed the Intercreditor Agreement dated March 15, 2023 (the "Intercreditor Agreement"), between Ridgeline Trust Company, N.A. (in its capacity as notes collateral agent) and Lakefront National Bank (in its capacity as agent under the asset-based lending facility of the Issuer);
(j) Reviewed the Officers' Certificate dated December 10, 2025, executed by Sandra Okafor, as Chief Financial Officer, and Raymond Chiu, as General Counsel & Secretary, certifying, among other things, that the representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement are true and correct in all material respects as of the date thereof and that the conditions to closing set forth in the Purchase Agreement have been satisfied;
(k) Reviewed the Secretary's Certificate dated December 10, 2025, executed by Raymond Chiu, as Secretary of the Issuer, together with attached resolutions of the Board of Directors of the Issuer adopted on November 8, 2025, authorizing the issuance and sale of the Additional Notes and the related transactions;
(l) Reviewed the compliance certificate and incurrence test calculations prepared by management of the Issuer in connection with the offering, including pro forma Fixed Charge Coverage Ratio calculations giving effect to the issuance of the Additional Notes and the Kessler acquisition on a pro forma basis; and
(m) Reviewed certain other documents, certificates, corporate records, and instruments as we deemed necessary or appropriate for purposes of this letter.
Limitations and Qualifications
Nature of This Letter. This letter is not to be construed as a legal opinion on any matter addressed herein. Rather, this letter is a letter of negative assurance furnished in accordance with customary practice in private placement transactions of this type and is delivered in satisfaction of the condition set forth in Section 6(f) of the Purchase Agreement.
Scope of Participation. Our review and participation have been limited to those activities described above. We have not undertaken any independent verification of the accuracy, completeness, or fairness of the statements contained in the Offering Memorandum Supplement. We have not independently verified the accuracy or completeness of any information furnished to us by the Issuer, the Guarantors, or any other person, and we have assumed the genuineness and authenticity of all documents, signatures, certificates, and records submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the accuracy and completeness of all public records and other documents reviewed by us. We are not registered public accountants and do not provide accounting or auditing services, and accordingly, we are not in a position to, and do not, assume any responsibility for the accuracy or completeness of any financial, accounting, or statistical data included in or omitted from the Offering Memorandum Supplement.
Excluded Information. Without limiting the generality of the foregoing, we express no view with respect to:
(i) The financial statements and schedules and other financial, statistical, or accounting data included in or incorporated by reference into the Offering Memorandum Supplement, including, without limitation, pro forma financial data, capitalization tables, financial ratios, projections, forecasts, and estimates (including, without limitation, the pro forma total net leverage ratio of approximately 4.1x and the pro forma secured net leverage ratio of approximately 2.7x set forth in the Offering Memorandum Supplement);
(ii) Any financial, statistical, or accounting information derived from the books and records of the Issuer, the Guarantors, or Kessler Precision Components, Inc., whether or not specifically identified as such in the Offering Memorandum Supplement;
(iii) Information regarding Kessler Precision Components, Inc. to the extent such information was provided by or on behalf of the sellers of Kessler, including The Kessler Family Trust and Northland Growth Equity Fund III, LP, or their counsel, Hargrove & Tilson LLP, including, without limitation, any historical financial statements of Kessler, any representations concerning the business, assets, liabilities, or operations of Kessler, or any other information attributable to such sellers or their advisors;
(iv) Information provided by or on behalf of Meridian Ledger LLP, the independent registered public accounting firm that audited the financial statements of the Issuer and its subsidiaries included in the Offering Memorandum Supplement, including, without limitation, any comfort letters or other communications delivered by such firm in connection with the offering;
(v) Ratings information with respect to the Additional Notes or the Issuer provided by Palladian Credit Research, Inc. and Veridian Ratings Group, LLC, or any other nationally recognized statistical rating organization, to the extent included in or referenced by the Offering Memorandum Supplement; and
(vi) CUSIP numbers, ISIN numbers, DTC eligibility information, and similar identifying or settlement data provided by Continental Transfer Services, Inc. or any third-party source, to the extent included in the Offering Memorandum Supplement.
No Duty to Update. We assume no obligation to update, revise, or supplement this letter for any events, developments, circumstances, or information that may come to our attention, or for any changes in law, facts, or circumstances that may occur, after the date hereof.
Reliance on Management Representations. In rendering this letter, we have relied upon the accuracy and completeness of the representations, warranties, and statements of the officers of the Issuer and the Guarantors set forth in the Purchase Agreement, the Officers' Certificate dated December 10, 2025, the Secretary's Certificate dated December 10, 2025, and in discussions with management of the Issuer, including the Bring-Down Call conducted on December 4, 2025. We have assumed that no facts or circumstances have been withheld from us that would affect the conclusions stated herein. We have further assumed that the representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement are true, correct, and complete in all material respects as of the date hereof, without independent verification thereof.
Negative Assurance Statement
Based on our participation in the preparation of the Offering Memorandum Supplement dated December 3, 2025, the conferences and discussions referred to above (including the Bring-Down Call conducted on December 4, 2025, with management of the Issuer), and our review of the documents, certificates, and records described above, and subject to the limitations, qualifications, and exclusions set forth herein, nothing has come to the attention of the lawyers in our firm who participated in the preparation of the Offering Memorandum Supplement that causes them to believe that the Offering Memorandum Supplement, as of its date and as of the date hereof (other than the financial statements, financial schedules, and other financial, statistical, accounting, or actuarial data contained therein or omitted therefrom, and the other information specifically excluded in the "Excluded Information" section above, as to which we express no view):
(a) contained or contains an untrue statement of a material fact; or
(b) omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
in each case within the meaning of Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended.
Authorized Recipients and Reliance
This letter is furnished solely to Broadleaf Securities LLC and Fieldstone Capital Markets, Inc., in their respective capacities as Initial Purchasers, for their sole benefit and solely in connection with the offering of the Additional Notes described herein. This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This letter may not be quoted, referred to, described, summarized, or furnished to any other person, firm, corporation, or other entity (including, without limitation, any purchaser or prospective purchaser of the Additional Notes) without the prior written consent of Calderwood & Harkness LLP.
Notwithstanding the foregoing, this letter may be furnished (i) to Ridgeline Trust Company, N.A., in its capacity as Trustee and Collateral Agent under the Indenture, and (ii) to Whitmore & Stein LLP, as counsel to the Initial Purchasers, in each case solely for information purposes in connection with the closing of the offering of the Additional Notes and not for reliance by any such person or firm absent our separate written consent.
Governing Law
This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
cc: Nexford Industrial Holdings Inc.
Attn: Raymond Chiu, General Counsel & Secretary
2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173
cc: Whitmore & Stein LLP
Attn: Robert Houghton
599 Lexington Avenue, 35th Floor New York, NY 10022
cc: Ridgeline Trust Company, N.A.
Attn: Linda Ferris, Trust Officer
60 South Sixth Street, Suite 2100 Minneapolis, MN 55402

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts