1005-00002 · Granite Peak Capital Partners · Engagement

engagement-letter-nexford.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 48th Floor New York, New York 10006

Telephone: (212) 555-7400 Facsimile: (212) 555-7401

December 1, 2025

Nexford Industrial Holdings Inc.

Attn: Raymond Chiu, General Counsel & Secretary

2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173

Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — $150,000,000 Add-On Tap of 8.750% Senior Secured Notes due 2030 Matter No.: 1005-00002

Dear Mr. Chiu:

We are pleased to set forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") has been retained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company") as issuer's counsel in connection with the transaction described below. This engagement letter (this "Engagement Letter") is intended to confirm our mutual understanding regarding the scope and terms of this engagement and supersedes any prior oral or written communications between the Firm and the Company relating to the subject matter hereof.

1. Engagement and Retention

Calderwood & Harkness LLP is pleased to confirm its retention by Nexford Industrial Holdings Inc. as issuer's counsel in connection with the proposed issuance by the Company of $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes"). The Add-On Notes will constitute a further issuance of additional notes (commonly referred to as an "add-on tap") under and pursuant to that certain Indenture, dated as of March 15, 2023 (the "Indenture"), among Nexford, as Issuer, the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee").

As you have advised us, the original aggregate principal amount of the 8.750% Senior Secured Notes due 2030 issued under the Indenture was $475,000,000 (the "Existing Notes"). After giving effect to the issuance of the Add-On Notes, the aggregate outstanding principal amount of notes under the Indenture will be $625,000,000. The Add-On Notes, upon issuance, will be treated as a single series with the Existing Notes for all purposes under the Indenture and will be entitled to the benefits of, and secured by the same collateral as, the Existing Notes.

The offering of the Add-On Notes (the "Offering") will be structured as a private placement to qualified institutional buyers ("QIBs") in reliance on the exemption from registration provided by 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.

We understand that the proceeds of the Add-On Notes, together with cash on hand of the Company, are expected to be used to (i) fund the acquisition (the "Kessler Acquisition") of all of the outstanding equity interests of Kessler Precision Components, Inc., a Delaware corporation ("Kessler"), from The Kessler Family Trust and Northland Growth Equity Fund III, LP, (ii) pay estimated transaction fees and expenses associated with the Offering and the Kessler Acquisition, and (iii) for general corporate purposes of the Company and its subsidiaries.

We further understand and acknowledge that Nexford is a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership ("Granite Peak"), through its investment fund, Granite Peak Capital Fund V, LP, and that Nexford Parent Corp. is the direct parent entity of Nexford. The engagement described in this letter relates solely to the Offering and the related deliverables described herein.

2. Scope of Representation

Calderwood & Harkness LLP will serve as issuer's counsel in connection with the Offering and will be responsible for the following work streams. The Firm will coordinate with the Company, its officers, its sponsors, the Initial Purchasers (as defined below), and their respective counsel, as necessary to accomplish the objectives of each work stream in a timely and efficient manner.

(a) First Supplemental Indenture. The Firm will be responsible for the drafting, negotiation, and finalization of the First Supplemental Indenture (the "Supplemental Indenture") among Nexford Industrial Holdings Inc. (as Issuer), Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A. (as Trustee and Collateral Agent), providing for the issuance of the Add-On Notes as "Additional Notes" under and pursuant to Section 2.01 of the Indenture. The Supplemental Indenture will, among other things, set forth the aggregate principal amount of the Add-On Notes, the issue date, the issue price, the initial CUSIP and ISIN numbers, and such other terms and conditions as are necessary to ensure that the Add-On Notes are issued in compliance with the terms of the Indenture. The Firm will coordinate with the Trustee and its counsel to ensure that the Supplemental Indenture is in a form acceptable to the Trustee for execution and delivery at closing.

(b) Purchase Agreement. The Firm will be responsible for the drafting, negotiation, and finalization of the Purchase Agreement (the "Purchase Agreement") among Nexford (as Issuer), the Guarantors, and Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers (collectively, the "Initial Purchasers"), and Fieldstone Capital Markets, Inc. ("Fieldstone"), as co-manager, setting forth the terms and conditions of the purchase and resale of the Add-On Notes in the Offering. The Purchase Agreement will contain customary representations, warranties, covenants, conditions to closing, and indemnification provisions. The Firm will negotiate the terms of the Purchase Agreement with Whitmore & Stein LLP, counsel to the Initial Purchasers, and will advise the Company on all material provisions thereof.

(c) Offering Memorandum Supplement. The Firm will assist in the preparation, review, and finalization of the Offering Memorandum Supplement (the "OMS") to the offering memorandum dated March 12, 2023 (the "Base Offering Memorandum"), for distribution to QIBs and non-U.S. persons in connection with the Offering. The OMS will describe, among other things, the terms of the Add-On Notes offering, the Kessler Acquisition and its strategic rationale, the anticipated use of proceeds, updated capitalization of the Company on a pro forma basis after giving effect to the Offering and the Kessler Acquisition, pro forma financial information (including pro forma condensed combined financial statements and adjustments), updated risk factors, and such other information as is customary for a Rule 144A/Regulation S high-yield offering of this type. The Firm will coordinate with the Company's management team and with the Initial Purchasers and their counsel in the preparation and review of the OMS, including participation in drafting sessions and comment review processes.

(d) Officers' Certificate. The Firm will prepare and assist in the finalization of the Officers' Certificate to be executed by authorized officers of the Company and delivered to the Initial Purchasers and the Trustee at closing. The Officers' Certificate will certify, among other things, the accuracy and completeness of the representations and warranties of the Company contained in the Purchase Agreement and the Indenture, the absence of any Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default under the Indenture, and compliance with all applicable covenants as of the closing date.

(e) Secretary's Certificate. The Firm will prepare and assist in the finalization of the Secretary's Certificate to be executed by the Secretary (or an Assistant Secretary) of the Company and delivered at closing. The Secretary's Certificate will attach and certify as to (i) resolutions of the Board of Directors of the Company (or the relevant committee thereof) authorizing the issuance of the Add-On Notes, the execution and delivery of the Supplemental Indenture and the Purchase Agreement, and the other transactions contemplated thereby, (ii) the certificate of incorporation (or equivalent organizational document) of the Company and each Guarantor, (iii) the bylaws of the Company and each Guarantor, (iv) the incumbency and specimen signatures of authorized officers, and (v) certificates of good standing from the applicable Secretaries of State for the Company and each Guarantor.

(f) Legal Opinion (Issuer's Counsel). The Firm will prepare and deliver at closing the legal opinion of Calderwood & Harkness LLP (the "Legal Opinion") addressed to the Initial Purchasers and Ridgeline Trust Company, N.A. The Legal Opinion will cover, among other matters, (i) the due organization, valid existence, and good standing of the Company and the Guarantors in their respective jurisdictions of incorporation or formation, (ii) the due authorization by the Company and the Guarantors of the Add-On Notes, the Supplemental Indenture, the Purchase Agreement, and the guarantees, (iii) the enforceability of the Add-On Notes, the Supplemental Indenture, and the guarantees against the Company and the Guarantors in accordance with their respective terms (subject to customary enforceability exceptions, including bankruptcy, insolvency, fraudulent transfer, and equitable principles), (iv) the creation of a valid security interest in the collateral described in the Security Agreement and the Supplemental Indenture in favor of the Collateral Agent for the benefit of the holders of the notes, (v) the absence of any requirement to register the Add-On Notes under the Securities Act in connection with the Offering, assuming compliance by the Initial Purchasers with the offering restrictions described in the OMS and the Purchase Agreement, and (vi) such other matters as are customary for legal opinions delivered in Rule 144A/Regulation S high-yield note offerings. The Legal Opinion will be subject to customary qualifications, assumptions, and limitations.

(g) 10b-5 Negative Assurance Letter. The Firm will prepare and deliver at closing a negative assurance letter (the "10b-5 Letter") addressed to the Initial Purchasers under Rule 10b-5 of the Securities Exchange Act of 1934, as amended, with respect to the OMS and the Base Offering Memorandum (as supplemented by the OMS). The 10b-5 Letter will state that, based on the Firm's participation in the preparation of the OMS and its review of the Base Offering Memorandum (as supplemented), and subject to the customary qualifications and limitations set forth therein, nothing has come to the attention of the attorneys of the Firm who participated in the preparation of the OMS that causes such attorneys to believe that the OMS or the Base Offering Memorandum (as supplemented), as of their respective dates and as of the closing date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The 10b-5 Letter will contain customary carve-outs for financial statements, financial data, statistical data, and other specified information.

(h) Closing Deliverables. The Firm will be responsible for the preparation and coordination of the following closing deliverables and related closing mechanics:

(i) Preparation and distribution of a comprehensive closing checklist identifying all documents, certificates, and other deliverables required to be delivered at or prior to closing by each party to the transaction;

(ii) Coordination with the Company, the Initial Purchasers, and their respective counsel regarding the preparation and execution of the funds flow memorandum, detailing the application of the gross proceeds of the Offering at closing;

(iii) Review of UCC financing statement amendments and supplements (including any UCC-3 amendment filings necessary to reflect the Add-On Notes) and review of the intellectual Property Security Agreement supplement, if applicable, to ensure that the collateral package securing the Add-On Notes is consistent with the collateral package securing the Existing Notes;

(iv) Coordination with The Depository Trust Company ("DTC") regarding DTC eligibility of the Add-On Notes and confirmation of CUSIP numbers (temporary CUSIPs 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S)) and ISIN numbers assigned to the Add-On Notes;

(v) Coordination and review of all collateral filings, including filings with the United States Patent and Trademark Office and the United States Copyright Office, if applicable; and

(vi) Compilation and organization of executed signature pages for all closing documents, and preparation and distribution of closing binders (electronic format) to all transaction parties.

(i) Incurrence Covenant Analysis. The Firm will conduct an analysis and prepare compliance certificate calculations verifying the Company's satisfaction, on a pro forma basis after giving effect to the Offering and the Kessler Acquisition, of the incurrence-based covenants contained in the Indenture, including, without limitation, the Fixed Charge Coverage Ratio incurrence test (minimum of 2.00 to 1.00) set forth in Section 4.09 of the Indenture and compliance with the applicable basket limitations under the Indenture (including the general debt incurrence basket, the permitted liens basket, and the restricted payments basket). The Firm will coordinate with the Company's finance team and its auditors, as necessary, to obtain and verify the financial data required for these calculations.

(j) Due Diligence. The Firm will participate in the bring-down due diligence call with Nexford management and other Company representatives, which is expected to occur on or about the pricing date or the closing date (or both), as is customary in transactions of this type. The Firm will also coordinate with Whitmore & Stein LLP, counsel to the Initial Purchasers, regarding the due diligence process, including the organization and review of due diligence materials, responses to due diligence requests, and any supplemental due diligence inquiries that may arise during the course of the Offering.

(k) Rating Agency Coordination. The Firm will coordinate with Palladian Credit Research, Inc. and Veridian Ratings Group, LLC (together, the "Rating Agencies") regarding instrument rating confirmation on the Add-On Notes. This coordination will include facilitating the delivery of transaction documents and other information requested by the Rating Agencies, reviewing rating agency confirmation letters, and ensuring that the rating designations assigned to the Add-On Notes are accurately reflected in the OMS and the Supplemental Indenture. We understand that the Company expects the Add-On Notes to receive ratings from both Rating Agencies consistent with the ratings assigned to the Existing Notes.

(l) Registration Rights. The Firm will review and advise the Company in connection with the joinder to, or supplement of, the existing Registration Rights Agreement, dated as of March 15, 2023, among the Company, the Guarantors, and the Initial Purchasers of the Existing Notes, to ensure that the Add-On Notes and the holders thereof are entitled to the registration rights afforded to the holders of the Existing Notes thereunder. The Firm will review the applicable timeline for the filing and effectiveness of the exchange offer registration statement and will confirm the exchange offer registration statement effectiveness deadline of December 10, 2026 (365 days from the expected closing date of the Offering), and will advise the Company regarding the consequences of failure to meet such deadline under the Registration Rights Agreement, including the accrual of additional interest.

(m) Kessler Guarantor Joinder. The Firm will analyze the after-acquired property covenant and the covenant requiring the joinder of domestic subsidiaries as guarantors under the Indenture, which, based on our review, requires that Kessler Precision Components, Inc. (upon becoming a restricted subsidiary of the Company following the closing of the Kessler Acquisition) accede as a Guarantor under the Indenture and the related Security Documents within 30 days of the closing of the Kessler Acquisition. The Firm will prepare the joinder documentation, including the Guarantor Joinder Agreement and any collateral supplements, as applicable, to effect Kessler's accession as a Guarantor. We note that the Kessler Guarantor Joinder work is included within the scope of this engagement to the extent it relates to the Indenture and Security Documents; however, any analysis or documentation relating to the Kessler Acquisition purchase agreement itself is expressly excluded from the scope of this engagement, as described in Section 3 below.

3. Matters Outside the Scope of This Engagement

For the avoidance of doubt, this engagement does not include representation of Nexford in connection with any of the following matters:

(a) The negotiation, drafting, or documentation of the acquisition agreement and related transaction documents for the Kessler Acquisition (the "Kessler Purchase Agreement"). We acknowledge that the Company has advised us that Hargrove & Tilson LLP, of Dayton, Ohio, is serving as counsel to the sellers of Kessler (The Kessler Family Trust and Northland Growth Equity Fund III, LP) in connection with the Kessler Acquisition, and that Archer, Dodd & Feinberg LLP, of Chicago, Illinois, is representing Granite Peak Capital Partners, LP and its affiliates (including the Company) as sponsor counsel in connection with the negotiation and documentation of the Kessler Acquisition itself.

(b) Any amendments, modifications, waivers, or consents under the Asset-Based Lending Revolving Credit Facility (the "ABL Facility") among the Company, certain of its subsidiaries as borrowers and guarantors, Lakefront National Bank, as administrative agent and collateral agent, and the lenders party thereto, or any amendments, modifications, or waivers under the Intercreditor Agreement, dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL collateral agent), except to the extent any such amendments, modifications, waivers, or consents are directly necessitated by, and are incidental to, the issuance of the Add-On Notes under the Indenture.

(c) Tax advice of any nature, including federal, state, local, or international tax advice. The Company should consult its own tax advisors with respect to any tax matters arising from or relating to the Offering, the Kessler Acquisition, or any other transaction.

(d) Any future registration of the Add-On Notes or the Existing Notes under the Securities Act, including the filing of any exchange offer registration statement or shelf registration statement, or the conduct of any exchange offer, which would require a separate engagement letter between the Company and the Firm.

(e) Any matters relating to the negotiation, procurement, or administration of the representation and warranty insurance policy that has been or will be obtained from Atherton Specialty Insurance Co. in connection with the Kessler Acquisition, or any claims arising thereunder.

If the Company desires the Firm's assistance with any of the matters described above or with any other matters not described in Section 2, we would be happy to discuss the terms of a separate engagement.

4. Staffing

The following attorneys will be primarily responsible for this engagement and will constitute the core transaction team:

Jennifer Kwon, Partner — Ms. Kwon will serve as the Responsible Partner for this engagement and will have overall supervision of all work performed by the Firm on behalf of the Company in connection with the Offering. Ms. Kwon will serve as the lead attorney on the preparation and delivery of the Legal Opinion and the 10b-5 Letter and will be the primary point of contact for the Company on key negotiation matters, including negotiations with the Initial Purchasers and their counsel regarding the Purchase Agreement and other material transaction documents.

Theodore Langston, Partner — Mr. Langston will serve as the Billing Partner for this engagement and will be available for consultation on complex indenture covenant issues, capital markets structuring questions, and other matters requiring senior-level attention. Mr. Langston has extensive experience with high-yield debt offerings, indenture compliance analysis, and add-on tap transactions.

Natasha Forbes, Associate — Ms. Forbes will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of the transaction. Ms. Forbes will take the lead on the initial drafting of the Supplemental Indenture, the Purchase Agreement, and the OMS, and will prepare and maintain the closing checklist. Ms. Forbes will also serve as the primary coordinator among all transaction parties, including the Company, the Initial Purchasers, the Trustee, the Rating Agencies, and their respective counsel.

Eric Johannsen, Associate — Mr. Johannsen will serve as a Working Associate supporting the engagement and will assist with drafting, proofreading, and cite-checking of transaction documents, preparation of the incurrence covenant compliance calculations, participation in the due diligence process, and coordination of closing mechanics, including signature page compilation, CUSIP/DTC eligibility confirmation, and collateral filing review.

Other attorneys and paraprofessionals of the Firm may assist with the engagement from time to time as appropriate, including attorneys in the Firm's corporate finance, securities, and real estate practice groups, as well as paralegals experienced in high-yield closing procedures and UCC filing requirements. The Firm will endeavor to staff this matter efficiently and to minimize duplication of effort so as to provide the Company with cost-effective and high-quality legal representation within the fee cap described in Section 5 below.

5. Fee Arrangement

Fee Cap. The Firm's legal fees for the scope of services described in Section 2 above shall not exceed $475,000 (Four Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"). The Fee Cap covers all attorney time (including partner and associate time) for the engagement through closing of the Offering and delivery of all closing deliverables described in Section 2. The Fee Cap is based on our current understanding of the transaction and the scope of services described herein. In the event that the scope of the engagement is materially expanded at the Company's request, or in the event that the transaction encounters material complications or delays not reasonably foreseeable at the time of this Engagement Letter, the Firm reserves the right to discuss with the Company a modification of the Fee Cap, provided that any such modification shall require the prior written agreement of the Company.

Disbursements. The Fee Cap does not include out-of-pocket disbursements incurred by the Firm in connection with this engagement, which will be billed separately at the Firm's actual cost without markup. Anticipated disbursements include, but are not limited to, the following:

• Filing fees for UCC financing statements and UCC amendment filings;

• Secretary of State fees for certificates of good standing and certified copies of organizational documents;

• Travel expenses (airfare, ground transportation, hotel, and meals) for attorneys required to travel for in-person closings, due diligence sessions, or meetings, if applicable;

• Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC);

• Electronic database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions); and

• Long-distance telephone and conference call charges, if applicable.

Billing. The Firm will invoice the Company monthly for fees and disbursements incurred during the preceding month. Each invoice will include a summary of services rendered and a detailed breakdown of disbursements. Payment shall be due within thirty (30) days of the date of each invoice. Past-due amounts shall bear interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.

Initial Purchasers' Counsel Fees. We understand that the Company has separately agreed, pursuant to the terms of the Purchase Agreement, to bear the legal fees and expenses of Whitmore & Stein LLP, counsel to the Initial Purchasers, which are currently estimated at approximately $300,000. Such fees are not included in, and are entirely separate from, the Firm's Fee Cap described above. We express no opinion as to the reasonableness or appropriateness of such fees.

Other Transaction Costs (for context). For the Company's reference and internal budgeting purposes, we understand that the total estimated transaction costs for the Offering are approximately $5,000,000, inclusive of the following:

The foregoing estimates are provided for informational purposes only and are based on information available to us as of the date of this Engagement Letter. Actual transaction costs may vary.

6. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard procedures and confirms that, based on information currently available to the Firm, it is not aware of any conflict of interest that would preclude the Firm from representing Nexford Industrial Holdings Inc. in connection with this engagement.

Specifically, the Firm notes that it does not currently represent, and has not recently represented, any of the following entities or persons in any matter adverse to Nexford or its affiliates: Broadleaf Securities LLC; Fieldstone Capital Markets, Inc.; Ridgeline Trust Company, N.A.; Lakefront National Bank; Kessler Precision Components, Inc.; The Kessler Family Trust; or Northland Growth Equity Fund III, LP. The Firm may, from time to time, represent one or more of the foregoing entities in matters unrelated to the Offering or to Nexford; however, based on the Firm's current review, no such representation gives rise to a conflict of interest requiring disclosure, consent, or waiver under applicable rules of professional conduct.

If any actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and discuss with the Company appropriate measures, which may include the implementation of ethical screens, the engagement of separate counsel for specific issues, or, if necessary, the withdrawal of the Firm from the engagement.

7. Client Identity and Communications

The Firm's client in this engagement is Nexford Industrial Holdings Inc. The Firm does not represent, and this Engagement Letter does not create an attorney-client relationship with, Nexford Parent Corp., Granite Peak Capital Partners, LP, Granite Peak Capital Fund V, LP, any other fund or affiliate of Granite Peak, or any individual officer, director, or shareholder of any of the foregoing entities, in their personal capacities or otherwise. Nothing in this Engagement Letter shall be construed to create a duty of care, an attorney-client relationship, or any fiduciary obligation running from the Firm to any person or entity other than Nexford Industrial Holdings Inc.

The primary client contact for all matters relating to this engagement shall be Raymond Chiu, General Counsel & Secretary, Nexford Industrial Holdings Inc. All substantive communications regarding the engagement, including the delivery of draft documents, opinions, and advice, shall be directed to Mr. Chiu in the first instance.

The Firm may, with the Company's consent, communicate with and share information regarding the Offering with representatives of Granite Peak Capital Partners, LP and its counsel, Archer, Dodd & Feinberg LLP (Philip Magnusson, Partner), to the extent such communications are reasonably necessary for the efficient conduct of the Offering and are consistent with the Company's interests. By countersigning this Engagement Letter, the Company hereby consents to such communications, provided that all privileged communications shall be directed through Raymond Chiu unless the Company otherwise instructs the Firm in writing.

8. Anticipated Timeline

The following timeline is anticipated for the principal milestones of the Offering, subject to change based on market conditions, transaction developments, and the availability of required consents and approvals:

The foregoing timeline is indicative and is based on information provided by the Company and the Initial Purchasers as of the date of this Engagement Letter. The Firm will work diligently to meet the deadlines described above, but cannot guarantee that the Offering or the Kessler Acquisition will close on the dates specified. The Company acknowledges that the timeline may be adjusted in response to changes in market conditions, regulatory developments, or other factors beyond the Firm's control.

9. Document Retention

The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as in effect from time to time. Upon conclusion of the engagement, the Firm will retain engagement files — including correspondence, working drafts, memoranda, and notes — for a period consistent with applicable professional responsibility rules and the Firm's internal records retention policy, which is currently a minimum of seven (7) years from the date of closing or termination of the engagement, whichever occurs first. The Firm may, in its discretion, retain files in electronic format only. The Company may request copies of its files at any time during the retention period, subject to the Firm's right to retain copies for its own records.

10. Governing Law

This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, and each party hereby consents to personal jurisdiction and venue in such courts.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain responsible for payment of all fees and disbursements incurred by the Firm through the date of termination, subject to the Fee Cap for services rendered within the scope of this engagement. The Firm will use commercially reasonable efforts to ensure an orderly transition of the engagement and the timely return or transfer of the Company's files and documents to the Company or its designee.

The Firm's obligations under applicable rules of professional responsibility, including, without limitation, duties of confidentiality and the obligation to protect attorney-client privileged communications and work product, will survive the termination of this engagement and will continue in full force and effect indefinitely.

12. Acceptance and Execution

We are pleased to have the opportunity to work with Nexford Industrial Holdings Inc. on this important transaction, and we look forward to a productive engagement. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement by having an authorized representative countersign this Engagement Letter in the space provided below and return a signed copy (including by PDF or other electronic transmission) to the undersigned at Calderwood & Harkness LLP.

This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes.

We appreciate the Company's confidence in Calderwood & Harkness LLP and look forward to working with you and your team on this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Jennifer Kwon

Title: Partner

ACCEPTED AND AGREED

The undersigned, on behalf of Nexford Industrial Holdings Inc., hereby confirms agreement to the terms and conditions set forth in this Engagement Letter as of the date first written above.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Raymond Chiu

Title: General Counsel & Secretary

Date: ________

Enclosures: None.

cc:

Sandra Okafor, Chief Financial Officer, Nexford Industrial Holdings Inc. David Altschuler, Treasurer, Nexford Industrial Holdings Inc. Paul Henriksen, Managing Director, Granite Peak Capital Partners, LP Catherine Briggs, Vice President, Granite Peak Capital Partners, LP Philip Magnusson, Partner, Archer, Dodd & Feinberg LLP

Cost Category	Estimated Amount
Initial purchaser discount (1.750% of $150,000,000)	$2,625,000
Calderwood & Harkness LLP fees (Fee Cap)	$475,000
Whitmore & Stein LLP fees (Initial Purchasers' counsel)	$300,000
Trustee acceptance fee (Ridgeline Trust Company, N.A.)	$17,500
Trustee annual administration fee (Ridgeline Trust Company, N.A.)	$12,500
Rating agency fees (Palladian and Veridian, combined)	~$175,000
Printing, filing, and miscellaneous costs	Balance
Total Estimated Transaction Costs	~$5,000,000
Date	Milestone
December 1, 2025	Engagement opened; initial purchaser mandate letter executed by Broadleaf Securities LLC
December 3, 2025 (expected)	Offering launch; preliminary Offering Memorandum Supplement distributed to prospective purchasers
December 5, 2025 (expected)	Pricing of Add-On Notes; execution and delivery of Purchase Agreement
December 10, 2025 (expected)	Closing and settlement of the Offering (T+3 business days from pricing); execution and delivery of Supplemental Indenture, Legal Opinion, 10b-5 Letter, Officers' Certificate, Secretary's Certificate, and all other closing deliverables
December 12, 2025 (expected)	Closing of the Kessler Acquisition
January 11, 2026	Deadline for Kessler Guarantor Joinder (30 days after Kessler Acquisition closing, assuming December 12, 2025 acquisition closing)
January 19, 2026	End of 40-day Regulation S distribution compliance period; Add-On Notes become fungible with Existing Notes; temporary Regulation S CUSIP retired
December 10, 2026	Exchange offer registration statement effectiveness deadline (365 days from expected Offering closing date)

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 48th Floor New York, New York 10006
Telephone: (212) 555-7400 Facsimile: (212) 555-7401
December 1, 2025
Nexford Industrial Holdings Inc.
Attn: Raymond Chiu, General Counsel & Secretary
2400 Commerce Parkway, Suite 800 Schaumburg, IL 60173
Re: Engagement of Calderwood & Harkness LLP as Issuer's Counsel — $150,000,000 Add-On Tap of 8.750% Senior Secured Notes due 2030 Matter No.: 1005-00002
Dear Mr. Chiu:
We are pleased to set forth the terms and conditions upon which Calderwood & Harkness LLP (the "Firm," "we," or "us") has been retained by Nexford Industrial Holdings Inc. ("Nexford" or the "Company") as issuer's counsel in connection with the transaction described below. This engagement letter (this "Engagement Letter") is intended to confirm our mutual understanding regarding the scope and terms of this engagement and supersedes any prior oral or written communications between the Firm and the Company relating to the subject matter hereof.
1. Engagement and Retention
Calderwood & Harkness LLP is pleased to confirm its retention by Nexford Industrial Holdings Inc. as issuer's counsel in connection with the proposed issuance by the Company of $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes"). The Add-On Notes will constitute a further issuance of additional notes (commonly referred to as an "add-on tap") under and pursuant to that certain Indenture, dated as of March 15, 2023 (the "Indenture"), among Nexford, as Issuer, the Guarantors named therein, and Ridgeline Trust Company, N.A., as Trustee and Collateral Agent (in such capacities, the "Trustee").
As you have advised us, the original aggregate principal amount of the 8.750% Senior Secured Notes due 2030 issued under the Indenture was $475,000,000 (the "Existing Notes"). After giving effect to the issuance of the Add-On Notes, the aggregate outstanding principal amount of notes under the Indenture will be $625,000,000. The Add-On Notes, upon issuance, will be treated as a single series with the Existing Notes for all purposes under the Indenture and will be entitled to the benefits of, and secured by the same collateral as, the Existing Notes.
The offering of the Add-On Notes (the "Offering") will be structured as a private placement to qualified institutional buyers ("QIBs") in reliance on the exemption from registration provided by 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.
We understand that the proceeds of the Add-On Notes, together with cash on hand of the Company, are expected to be used to (i) fund the acquisition (the "Kessler Acquisition") of all of the outstanding equity interests of Kessler Precision Components, Inc., a Delaware corporation ("Kessler"), from The Kessler Family Trust and Northland Growth Equity Fund III, LP, (ii) pay estimated transaction fees and expenses associated with the Offering and the Kessler Acquisition, and (iii) for general corporate purposes of the Company and its subsidiaries.
We further understand and acknowledge that Nexford is a portfolio company of Granite Peak Capital Partners, LP, a Delaware limited partnership ("Granite Peak"), through its investment fund, Granite Peak Capital Fund V, LP, and that Nexford Parent Corp. is the direct parent entity of Nexford. The engagement described in this letter relates solely to the Offering and the related deliverables described herein.
2. Scope of Representation
Calderwood & Harkness LLP will serve as issuer's counsel in connection with the Offering and will be responsible for the following work streams. The Firm will coordinate with the Company, its officers, its sponsors, the Initial Purchasers (as defined below), and their respective counsel, as necessary to accomplish the objectives of each work stream in a timely and efficient manner.
(a) First Supplemental Indenture. The Firm will be responsible for the drafting, negotiation, and finalization of the First Supplemental Indenture (the "Supplemental Indenture") among Nexford Industrial Holdings Inc. (as Issuer), Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A. (as Trustee and Collateral Agent), providing for the issuance of the Add-On Notes as "Additional Notes" under and pursuant to Section 2.01 of the Indenture. The Supplemental Indenture will, among other things, set forth the aggregate principal amount of the Add-On Notes, the issue date, the issue price, the initial CUSIP and ISIN numbers, and such other terms and conditions as are necessary to ensure that the Add-On Notes are issued in compliance with the terms of the Indenture. The Firm will coordinate with the Trustee and its counsel to ensure that the Supplemental Indenture is in a form acceptable to the Trustee for execution and delivery at closing.
(b) Purchase Agreement. The Firm will be responsible for the drafting, negotiation, and finalization of the Purchase Agreement (the "Purchase Agreement") among Nexford (as Issuer), the Guarantors, and Broadleaf Securities LLC ("Broadleaf"), as representative of the initial purchasers (collectively, the "Initial Purchasers"), and Fieldstone Capital Markets, Inc. ("Fieldstone"), as co-manager, setting forth the terms and conditions of the purchase and resale of the Add-On Notes in the Offering. The Purchase Agreement will contain customary representations, warranties, covenants, conditions to closing, and indemnification provisions. The Firm will negotiate the terms of the Purchase Agreement with Whitmore & Stein LLP, counsel to the Initial Purchasers, and will advise the Company on all material provisions thereof.
(c) Offering Memorandum Supplement. The Firm will assist in the preparation, review, and finalization of the Offering Memorandum Supplement (the "OMS") to the offering memorandum dated March 12, 2023 (the "Base Offering Memorandum"), for distribution to QIBs and non-U.S. persons in connection with the Offering. The OMS will describe, among other things, the terms of the Add-On Notes offering, the Kessler Acquisition and its strategic rationale, the anticipated use of proceeds, updated capitalization of the Company on a pro forma basis after giving effect to the Offering and the Kessler Acquisition, pro forma financial information (including pro forma condensed combined financial statements and adjustments), updated risk factors, and such other information as is customary for a Rule 144A/Regulation S high-yield offering of this type. The Firm will coordinate with the Company's management team and with the Initial Purchasers and their counsel in the preparation and review of the OMS, including participation in drafting sessions and comment review processes.
(d) Officers' Certificate. The Firm will prepare and assist in the finalization of the Officers' Certificate to be executed by authorized officers of the Company and delivered to the Initial Purchasers and the Trustee at closing. The Officers' Certificate will certify, among other things, the accuracy and completeness of the representations and warranties of the Company contained in the Purchase Agreement and the Indenture, the absence of any Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default under the Indenture, and compliance with all applicable covenants as of the closing date.
(e) Secretary's Certificate. The Firm will prepare and assist in the finalization of the Secretary's Certificate to be executed by the Secretary (or an Assistant Secretary) of the Company and delivered at closing. The Secretary's Certificate will attach and certify as to (i) resolutions of the Board of Directors of the Company (or the relevant committee thereof) authorizing the issuance of the Add-On Notes, the execution and delivery of the Supplemental Indenture and the Purchase Agreement, and the other transactions contemplated thereby, (ii) the certificate of incorporation (or equivalent organizational document) of the Company and each Guarantor, (iii) the bylaws of the Company and each Guarantor, (iv) the incumbency and specimen signatures of authorized officers, and (v) certificates of good standing from the applicable Secretaries of State for the Company and each Guarantor.
(f) Legal Opinion (Issuer's Counsel). The Firm will prepare and deliver at closing the legal opinion of Calderwood & Harkness LLP (the "Legal Opinion") addressed to the Initial Purchasers and Ridgeline Trust Company, N.A. The Legal Opinion will cover, among other matters, (i) the due organization, valid existence, and good standing of the Company and the Guarantors in their respective jurisdictions of incorporation or formation, (ii) the due authorization by the Company and the Guarantors of the Add-On Notes, the Supplemental Indenture, the Purchase Agreement, and the guarantees, (iii) the enforceability of the Add-On Notes, the Supplemental Indenture, and the guarantees against the Company and the Guarantors in accordance with their respective terms (subject to customary enforceability exceptions, including bankruptcy, insolvency, fraudulent transfer, and equitable principles), (iv) the creation of a valid security interest in the collateral described in the Security Agreement and the Supplemental Indenture in favor of the Collateral Agent for the benefit of the holders of the notes, (v) the absence of any requirement to register the Add-On Notes under the Securities Act in connection with the Offering, assuming compliance by the Initial Purchasers with the offering restrictions described in the OMS and the Purchase Agreement, and (vi) such other matters as are customary for legal opinions delivered in Rule 144A/Regulation S high-yield note offerings. The Legal Opinion will be subject to customary qualifications, assumptions, and limitations.
(g) 10b-5 Negative Assurance Letter. The Firm will prepare and deliver at closing a negative assurance letter (the "10b-5 Letter") addressed to the Initial Purchasers under Rule 10b-5 of the Securities Exchange Act of 1934, as amended, with respect to the OMS and the Base Offering Memorandum (as supplemented by the OMS). The 10b-5 Letter will state that, based on the Firm's participation in the preparation of the OMS and its review of the Base Offering Memorandum (as supplemented), and subject to the customary qualifications and limitations set forth therein, nothing has come to the attention of the attorneys of the Firm who participated in the preparation of the OMS that causes such attorneys to believe that the OMS or the Base Offering Memorandum (as supplemented), as of their respective dates and as of the closing date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The 10b-5 Letter will contain customary carve-outs for financial statements, financial data, statistical data, and other specified information.
(h) Closing Deliverables. The Firm will be responsible for the preparation and coordination of the following closing deliverables and related closing mechanics:
(i) Preparation and distribution of a comprehensive closing checklist identifying all documents, certificates, and other deliverables required to be delivered at or prior to closing by each party to the transaction;
(ii) Coordination with the Company, the Initial Purchasers, and their respective counsel regarding the preparation and execution of the funds flow memorandum, detailing the application of the gross proceeds of the Offering at closing;
(iii) Review of UCC financing statement amendments and supplements (including any UCC-3 amendment filings necessary to reflect the Add-On Notes) and review of the intellectual Property Security Agreement supplement, if applicable, to ensure that the collateral package securing the Add-On Notes is consistent with the collateral package securing the Existing Notes;
(iv) Coordination with The Depository Trust Company ("DTC") regarding DTC eligibility of the Add-On Notes and confirmation of CUSIP numbers (temporary CUSIPs 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S)) and ISIN numbers assigned to the Add-On Notes;
(v) Coordination and review of all collateral filings, including filings with the United States Patent and Trademark Office and the United States Copyright Office, if applicable; and
(vi) Compilation and organization of executed signature pages for all closing documents, and preparation and distribution of closing binders (electronic format) to all transaction parties.
(i) Incurrence Covenant Analysis. The Firm will conduct an analysis and prepare compliance certificate calculations verifying the Company's satisfaction, on a pro forma basis after giving effect to the Offering and the Kessler Acquisition, of the incurrence-based covenants contained in the Indenture, including, without limitation, the Fixed Charge Coverage Ratio incurrence test (minimum of 2.00 to 1.00) set forth in Section 4.09 of the Indenture and compliance with the applicable basket limitations under the Indenture (including the general debt incurrence basket, the permitted liens basket, and the restricted payments basket). The Firm will coordinate with the Company's finance team and its auditors, as necessary, to obtain and verify the financial data required for these calculations.
(j) Due Diligence. The Firm will participate in the bring-down due diligence call with Nexford management and other Company representatives, which is expected to occur on or about the pricing date or the closing date (or both), as is customary in transactions of this type. The Firm will also coordinate with Whitmore & Stein LLP, counsel to the Initial Purchasers, regarding the due diligence process, including the organization and review of due diligence materials, responses to due diligence requests, and any supplemental due diligence inquiries that may arise during the course of the Offering.
(k) Rating Agency Coordination. The Firm will coordinate with Palladian Credit Research, Inc. and Veridian Ratings Group, LLC (together, the "Rating Agencies") regarding instrument rating confirmation on the Add-On Notes. This coordination will include facilitating the delivery of transaction documents and other information requested by the Rating Agencies, reviewing rating agency confirmation letters, and ensuring that the rating designations assigned to the Add-On Notes are accurately reflected in the OMS and the Supplemental Indenture. We understand that the Company expects the Add-On Notes to receive ratings from both Rating Agencies consistent with the ratings assigned to the Existing Notes.
(l) Registration Rights. The Firm will review and advise the Company in connection with the joinder to, or supplement of, the existing Registration Rights Agreement, dated as of March 15, 2023, among the Company, the Guarantors, and the Initial Purchasers of the Existing Notes, to ensure that the Add-On Notes and the holders thereof are entitled to the registration rights afforded to the holders of the Existing Notes thereunder. The Firm will review the applicable timeline for the filing and effectiveness of the exchange offer registration statement and will confirm the exchange offer registration statement effectiveness deadline of December 10, 2026 (365 days from the expected closing date of the Offering), and will advise the Company regarding the consequences of failure to meet such deadline under the Registration Rights Agreement, including the accrual of additional interest.
(m) Kessler Guarantor Joinder. The Firm will analyze the after-acquired property covenant and the covenant requiring the joinder of domestic subsidiaries as guarantors under the Indenture, which, based on our review, requires that Kessler Precision Components, Inc. (upon becoming a restricted subsidiary of the Company following the closing of the Kessler Acquisition) accede as a Guarantor under the Indenture and the related Security Documents within 30 days of the closing of the Kessler Acquisition. The Firm will prepare the joinder documentation, including the Guarantor Joinder Agreement and any collateral supplements, as applicable, to effect Kessler's accession as a Guarantor. We note that the Kessler Guarantor Joinder work is included within the scope of this engagement to the extent it relates to the Indenture and Security Documents; however, any analysis or documentation relating to the Kessler Acquisition purchase agreement itself is expressly excluded from the scope of this engagement, as described in Section 3 below.
3. Matters Outside the Scope of This Engagement
For the avoidance of doubt, this engagement does not include representation of Nexford in connection with any of the following matters:
(a) The negotiation, drafting, or documentation of the acquisition agreement and related transaction documents for the Kessler Acquisition (the "Kessler Purchase Agreement"). We acknowledge that the Company has advised us that Hargrove & Tilson LLP, of Dayton, Ohio, is serving as counsel to the sellers of Kessler (The Kessler Family Trust and Northland Growth Equity Fund III, LP) in connection with the Kessler Acquisition, and that Archer, Dodd & Feinberg LLP, of Chicago, Illinois, is representing Granite Peak Capital Partners, LP and its affiliates (including the Company) as sponsor counsel in connection with the negotiation and documentation of the Kessler Acquisition itself.
(b) Any amendments, modifications, waivers, or consents under the Asset-Based Lending Revolving Credit Facility (the "ABL Facility") among the Company, certain of its subsidiaries as borrowers and guarantors, Lakefront National Bank, as administrative agent and collateral agent, and the lenders party thereto, or any amendments, modifications, or waivers under the Intercreditor Agreement, dated as of March 15, 2023, between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank (as ABL collateral agent), except to the extent any such amendments, modifications, waivers, or consents are directly necessitated by, and are incidental to, the issuance of the Add-On Notes under the Indenture.
(c) Tax advice of any nature, including federal, state, local, or international tax advice. The Company should consult its own tax advisors with respect to any tax matters arising from or relating to the Offering, the Kessler Acquisition, or any other transaction.
(d) Any future registration of the Add-On Notes or the Existing Notes under the Securities Act, including the filing of any exchange offer registration statement or shelf registration statement, or the conduct of any exchange offer, which would require a separate engagement letter between the Company and the Firm.
(e) Any matters relating to the negotiation, procurement, or administration of the representation and warranty insurance policy that has been or will be obtained from Atherton Specialty Insurance Co. in connection with the Kessler Acquisition, or any claims arising thereunder.
If the Company desires the Firm's assistance with any of the matters described above or with any other matters not described in Section 2, we would be happy to discuss the terms of a separate engagement.
4. Staffing
The following attorneys will be primarily responsible for this engagement and will constitute the core transaction team:
Jennifer Kwon, Partner — Ms. Kwon will serve as the Responsible Partner for this engagement and will have overall supervision of all work performed by the Firm on behalf of the Company in connection with the Offering. Ms. Kwon will serve as the lead attorney on the preparation and delivery of the Legal Opinion and the 10b-5 Letter and will be the primary point of contact for the Company on key negotiation matters, including negotiations with the Initial Purchasers and their counsel regarding the Purchase Agreement and other material transaction documents.
Theodore Langston, Partner — Mr. Langston will serve as the Billing Partner for this engagement and will be available for consultation on complex indenture covenant issues, capital markets structuring questions, and other matters requiring senior-level attention. Mr. Langston has extensive experience with high-yield debt offerings, indenture compliance analysis, and add-on tap transactions.
Natasha Forbes, Associate — Ms. Forbes will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of the transaction. Ms. Forbes will take the lead on the initial drafting of the Supplemental Indenture, the Purchase Agreement, and the OMS, and will prepare and maintain the closing checklist. Ms. Forbes will also serve as the primary coordinator among all transaction parties, including the Company, the Initial Purchasers, the Trustee, the Rating Agencies, and their respective counsel.
Eric Johannsen, Associate — Mr. Johannsen will serve as a Working Associate supporting the engagement and will assist with drafting, proofreading, and cite-checking of transaction documents, preparation of the incurrence covenant compliance calculations, participation in the due diligence process, and coordination of closing mechanics, including signature page compilation, CUSIP/DTC eligibility confirmation, and collateral filing review.
Other attorneys and paraprofessionals of the Firm may assist with the engagement from time to time as appropriate, including attorneys in the Firm's corporate finance, securities, and real estate practice groups, as well as paralegals experienced in high-yield closing procedures and UCC filing requirements. The Firm will endeavor to staff this matter efficiently and to minimize duplication of effort so as to provide the Company with cost-effective and high-quality legal representation within the fee cap described in Section 5 below.
5. Fee Arrangement
Fee Cap. The Firm's legal fees for the scope of services described in Section 2 above shall not exceed $475,000 (Four Hundred Seventy-Five Thousand Dollars) (the "Fee Cap"). The Fee Cap covers all attorney time (including partner and associate time) for the engagement through closing of the Offering and delivery of all closing deliverables described in Section 2. The Fee Cap is based on our current understanding of the transaction and the scope of services described herein. In the event that the scope of the engagement is materially expanded at the Company's request, or in the event that the transaction encounters material complications or delays not reasonably foreseeable at the time of this Engagement Letter, the Firm reserves the right to discuss with the Company a modification of the Fee Cap, provided that any such modification shall require the prior written agreement of the Company.
Disbursements. The Fee Cap does not include out-of-pocket disbursements incurred by the Firm in connection with this engagement, which will be billed separately at the Firm's actual cost without markup. Anticipated disbursements include, but are not limited to, the following:
•  Filing fees for UCC financing statements and UCC amendment filings;
•  Secretary of State fees for certificates of good standing and certified copies of organizational documents;
•  Travel expenses (airfare, ground transportation, hotel, and meals) for attorneys required to travel for in-person closings, due diligence sessions, or meetings, if applicable;
•  Overnight courier and delivery charges (e.g., Severin Partners LLC, Halcyon Partners LLC);
•  Electronic database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions); and
•  Long-distance telephone and conference call charges, if applicable.
Billing. The Firm will invoice the Company monthly for fees and disbursements incurred during the preceding month. Each invoice will include a summary of services rendered and a detailed breakdown of disbursements. Payment shall be due within thirty (30) days of the date of each invoice. Past-due amounts shall bear interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less.
Initial Purchasers' Counsel Fees. We understand that the Company has separately agreed, pursuant to the terms of the Purchase Agreement, to bear the legal fees and expenses of Whitmore & Stein LLP, counsel to the Initial Purchasers, which are currently estimated at approximately $300,000. Such fees are not included in, and are entirely separate from, the Firm's Fee Cap described above. We express no opinion as to the reasonableness or appropriateness of such fees.
Other Transaction Costs (for context). For the Company's reference and internal budgeting purposes, we understand that the total estimated transaction costs for the Offering are approximately $5,000,000, inclusive of the following:
The foregoing estimates are provided for informational purposes only and are based on information available to us as of the date of this Engagement Letter. Actual transaction costs may vary.
6. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard procedures and confirms that, based on information currently available to the Firm, it is not aware of any conflict of interest that would preclude the Firm from representing Nexford Industrial Holdings Inc. in connection with this engagement.
Specifically, the Firm notes that it does not currently represent, and has not recently represented, any of the following entities or persons in any matter adverse to Nexford or its affiliates: Broadleaf Securities LLC; Fieldstone Capital Markets, Inc.; Ridgeline Trust Company, N.A.; Lakefront National Bank; Kessler Precision Components, Inc.; The Kessler Family Trust; or Northland Growth Equity Fund III, LP. The Firm may, from time to time, represent one or more of the foregoing entities in matters unrelated to the Offering or to Nexford; however, based on the Firm's current review, no such representation gives rise to a conflict of interest requiring disclosure, consent, or waiver under applicable rules of professional conduct.
If any actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and discuss with the Company appropriate measures, which may include the implementation of ethical screens, the engagement of separate counsel for specific issues, or, if necessary, the withdrawal of the Firm from the engagement.
7. Client Identity and Communications
The Firm's client in this engagement is Nexford Industrial Holdings Inc. The Firm does not represent, and this Engagement Letter does not create an attorney-client relationship with, Nexford Parent Corp., Granite Peak Capital Partners, LP, Granite Peak Capital Fund V, LP, any other fund or affiliate of Granite Peak, or any individual officer, director, or shareholder of any of the foregoing entities, in their personal capacities or otherwise. Nothing in this Engagement Letter shall be construed to create a duty of care, an attorney-client relationship, or any fiduciary obligation running from the Firm to any person or entity other than Nexford Industrial Holdings Inc.
The primary client contact for all matters relating to this engagement shall be Raymond Chiu, General Counsel & Secretary, Nexford Industrial Holdings Inc. All substantive communications regarding the engagement, including the delivery of draft documents, opinions, and advice, shall be directed to Mr. Chiu in the first instance.
The Firm may, with the Company's consent, communicate with and share information regarding the Offering with representatives of Granite Peak Capital Partners, LP and its counsel, Archer, Dodd & Feinberg LLP (Philip Magnusson, Partner), to the extent such communications are reasonably necessary for the efficient conduct of the Offering and are consistent with the Company's interests. By countersigning this Engagement Letter, the Company hereby consents to such communications, provided that all privileged communications shall be directed through Raymond Chiu unless the Company otherwise instructs the Firm in writing.
8. Anticipated Timeline
The following timeline is anticipated for the principal milestones of the Offering, subject to change based on market conditions, transaction developments, and the availability of required consents and approvals:
The foregoing timeline is indicative and is based on information provided by the Company and the Initial Purchasers as of the date of this Engagement Letter. The Firm will work diligently to meet the deadlines described above, but cannot guarantee that the Offering or the Kessler Acquisition will close on the dates specified. The Company acknowledges that the timeline may be adjusted in response to changes in market conditions, regulatory developments, or other factors beyond the Firm's control.
9. Document Retention
The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as in effect from time to time. Upon conclusion of the engagement, the Firm will retain engagement files — including correspondence, working drafts, memoranda, and notes — for a period consistent with applicable professional responsibility rules and the Firm's internal records retention policy, which is currently a minimum of seven (7) years from the date of closing or termination of the engagement, whichever occurs first. The Firm may, in its discretion, retain files in electronic format only. The Company may request copies of its files at any time during the retention period, subject to the Firm's right to retain copies for its own records.
10. Governing Law
This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City and State of New York, and each party hereby consents to personal jurisdiction and venue in such courts.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain responsible for payment of all fees and disbursements incurred by the Firm through the date of termination, subject to the Fee Cap for services rendered within the scope of this engagement. The Firm will use commercially reasonable efforts to ensure an orderly transition of the engagement and the timely return or transfer of the Company's files and documents to the Company or its designee.
The Firm's obligations under applicable rules of professional responsibility, including, without limitation, duties of confidentiality and the obligation to protect attorney-client privileged communications and work product, will survive the termination of this engagement and will continue in full force and effect indefinitely.
12. Acceptance and Execution
We are pleased to have the opportunity to work with Nexford Industrial Holdings Inc. on this important transaction, and we look forward to a productive engagement. If the foregoing terms are acceptable to the Company, please confirm the Company's agreement by having an authorized representative countersign this Engagement Letter in the space provided below and return a signed copy (including by PDF or other electronic transmission) to the undersigned at Calderwood & Harkness LLP.
This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes.
We appreciate the Company's confidence in Calderwood & Harkness LLP and look forward to working with you and your team on this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jennifer Kwon
Title: Partner
ACCEPTED AND AGREED
The undersigned, on behalf of Nexford Industrial Holdings Inc., hereby confirms agreement to the terms and conditions set forth in this Engagement Letter as of the date first written above.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Raymond Chiu
Title: General Counsel & Secretary
Date: ________
Enclosures: None.
cc:
Sandra Okafor, Chief Financial Officer, Nexford Industrial Holdings Inc. David Altschuler, Treasurer, Nexford Industrial Holdings Inc. Paul Henriksen, Managing Director, Granite Peak Capital Partners, LP Catherine Briggs, Vice President, Granite Peak Capital Partners, LP Philip Magnusson, Partner, Archer, Dodd & Feinberg LLP
Cost Category | Estimated Amount
Initial purchaser discount (1.750% of $150,000,000) | $2,625,000
Calderwood & Harkness LLP fees (Fee Cap) | $475,000
Whitmore & Stein LLP fees (Initial Purchasers' counsel) | $300,000
Trustee acceptance fee (Ridgeline Trust Company, N.A.) | $17,500
Trustee annual administration fee (Ridgeline Trust Company, N.A.) | $12,500
Rating agency fees (Palladian and Veridian, combined) | ~$175,000
Printing, filing, and miscellaneous costs | Balance
Total Estimated Transaction Costs | ~$5,000,000
Date | Milestone
December 1, 2025 | Engagement opened; initial purchaser mandate letter executed by Broadleaf Securities LLC
December 3, 2025 (expected) | Offering launch; preliminary Offering Memorandum Supplement distributed to prospective purchasers
December 5, 2025 (expected) | Pricing of Add-On Notes; execution and delivery of Purchase Agreement
December 10, 2025 (expected) | Closing and settlement of the Offering (T+3 business days from pricing); execution and delivery of Supplemental Indenture, Legal Opinion, 10b-5 Letter, Officers' Certificate, Secretary's Certificate, and all other closing deliverables
December 12, 2025 (expected) | Closing of the Kessler Acquisition
January 11, 2026 | Deadline for Kessler Guarantor Joinder (30 days after Kessler Acquisition closing, assuming December 12, 2025 acquisition closing)
January 19, 2026 | End of 40-day Regulation S distribution compliance period; Add-On Notes become fungible with Existing Notes; temporary Regulation S CUSIP retired
December 10, 2026 | Exchange offer registration statement effectiveness deadline (365 days from expected Offering closing date)

CALDERWOOD & HARKNESS LLP Attorneys at Law One Liberty Plaza, 48th Floor New York, New York 10006

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

NEXFORD INDUSTRIAL HOLDINGS INC.

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