Contract analysis

Section 1: Summary of Clearance Determination RESULT: CLEARED — NO CONFLICTS IDENTIFIED This conflicts check was completed on April 20, 2022, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Nexford Industrial Holdings Inc. ("Nexford" or the "Client") to conduct a comprehensive review of the Client's Directors & Officers ("D&O") liability insurance tower and product-lia

Section 2: Scope of Conflicts Search The following summarizes the scope, methodology, and parameters of the conflicts search conducted in connection with this proposed engagement: Date search initiated: April 19, 2022 Date search completed: April 20, 2022 Databases searched: The Conflicts Department conducted searches across the following systems and records: (a) C&H Conflicts Database (IntakeTrack) — the Firm's cent

Section 3: Entities Searched The following entities, persons, and organizations were identified as relevant to the proposed engagement and were included in the conflicts search. The entities are organized by category for ease of reference. 3.1 Client and Client Affiliates The proposed client and its known subsidiaries and operating affiliates are as follows: The foregoing subsidiaries were identified based on informa

Section 4: Search Results — Client and Client Affiliates The results of the conflicts search with respect to the Client and its affiliated entities are as follows: Nexford Industrial Holdings Inc.: Nexford is an existing C&H client. The Firm has a standing outside counsel agreement with Nexford, dated January 15, 2020 (the "Standing OCA"), pursuant to which C&H has provided corporate and transactional advisory servic

Section 5: Search Results — Majority Owner / Sponsor The results of the conflicts search with respect to the Client's majority equity owner and its general partner entity are as follows: Veltrano Capital Partners Fund IV, LP: No adverse representations were identified against Veltrano Capital Partners Fund IV, LP. The Firm does not currently represent Veltrano Capital Partners Fund IV, LP, or any other fund managed b

Section 6: Search Results — D&O Tower Carriers The results of the conflicts search with respect to the incumbent insurance carriers in the Client's D&O liability insurance tower are as follows: Vandermeer National Insurance Company: No current adverse representations were identified against Vandermeer National Insurance Company. The Conflicts Department notes that C&H has represented Vandermeer National in two prior

Section 7: Search Results — Product-Liability Tower Carriers The results of the conflicts search with respect to the incumbent insurance carriers in the Client's product-liability / general liability insurance tower are as follows: Midland Casualty & Surety Company: No current or prior C&H representations involving Midland Casualty & Surety Company were identified. The Firm has not represented Midland Casualty & Sure

Section 8: Search Results — Other Related Parties The results of the conflicts search with respect to other parties related to the proposed engagement are as follows: Ashford Breckinridge LLP (Chicago, IL): No adverse representations were identified against Ashford Breckinridge LLP. The Firm has not represented and has not been adverse to Ashford Breckinridge LLP in any current or prior matter. The Conflicts Departme

Section 9: Search Results — Key Individuals The Conflicts Department conducted individual name searches for all fourteen (14) key individuals identified in Section 3.6 of this memorandum. The results are as follows: Searches of all named individuals — Gerald "Gerry" Whitcomb, Sandra Elliston, Marcus Delacroix, Priya Sundaram, Trevor Haines, Donna Kowalski, Jonathan Veltrano, Celeste Brogan, Phillip Garza, Tamara Fisk

Section 10: Nature of Proposed Engagement — Conflict Risk Assessment The Conflicts Department has assessed the nature of the proposed engagement for purposes of evaluating the overall conflict risk profile associated with this matter. The following analysis is provided for the record: Nature of the Engagement. The proposed engagement is an insurance policy review and advisory matter. It is non-adversarial and non-lit

Section 11: Prior Representation Notes The conflicts search identified three prior or closed C&H matters that touch upon entities included in the current search. These matters are summarized below for completeness and transparency. As discussed in the relevant sections above, none of these prior matters creates a current conflict or requires client consent, waiver, or ethical screening.

1. C&H Prior Representation of Vandermeer National Insurance Company (Two Closed Transactional Matters) The Firm previously represented Vandermeer National Insurance Company in two transactional advisory matters. Both matters are closed. Both matters involved corporate transactional work unrelated to insurance coverage, policy interpretation, or claims handling, and neither matter involved Nexford Industrial Holdings

2. C&H Prior Adverse Representation Against Harrington Specialty Insurance Co. (Matter 1005-00003, Closed March 2020) The Firm represented a different policyholder (unrelated to Nexford) in a coverage dispute against Harrington Specialty Insurance Co. in 2019. The matter was assigned Matter Number 1005-00003 and involved a dispute over coverage under a cyber-liability insurance policy. The matter was closed in March

3. C&H Prior Representation of Broadleaf Capital Markets, LLC as Lender's Counsel (Matter 1005-00003, Closed) The Firm previously represented Broadleaf Capital Markets, LLC as lender's counsel on one prior, unrelated financing transaction. The matter was assigned Matter Number 1005-00003 and is now closed. That prior representation was unrelated to Nexford, its affiliates, the insurance industry, or any subject matte

Section 12: Conclusion and Clearance DETERMINATION: CLEARED — NO CONFLICTS The Conflicts Department has completed its review of all entities and individuals identified in connection with the proposed engagement of Calderwood & Harkness LLP by Nexford Industrial Holdings Inc. for an Insurance Tower Review (Proposed Matter Number 1005-00003). The search encompassed the Client and its subsidiaries, the Client's majority